Common use of Appointment and Authorization Clause in Contracts

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on determined by a court of competent jurisdiction), or be responsible in any manner to any of the express conditions contained in this Article XIII. The provisions Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Article XIII Agreement or any other Loan Documents, (other than Sections 13.9, 13.10(ab) and 13.10(b)) are solely for be under any obligation to any Lender to ascertain or to inquire as to the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries performance or observance of any of the provisions contained hereinterms, covenants or conditions hereof or thereof on the part of Borrowers or any other Company, or the financial condition of Borrowers or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this AgreementAgreement (including any required consent or direction from the Required Lenders), each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Protective Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, including the taking of any action to enforce any Obligations or Loan Documents or to realize upon any Collateral or to otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, applicable law or otherwise, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a13.11(a), 13.11(b) and 13.10(b13.15(c)) are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower Borrowers shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the U.S. Borrowing Base or the Canadian Borrowing Base, as applicable, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(b), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the Administrative Agent to enter into one or more intercreditor agreements, collateral agency agreements and Collateral Documents acceptable to the Administrative Agent in its reasonable discretion with parties to any Appointed Pari Passu Debt, including (if applicable) for the purpose of acting as collateral agent for the Secured Parties and the parties to such Pari Passu Debt (and each reference to the Administrative Agent have or in this Article XII shall be deemed to have any fiduciary relationship with any Lenderinclude a reference to the Administrative Agent acting in such capacity, and no implied covenants, functions, responsibilities, duties, obligations or liabilities if applicable). Nothing herein shall be read into this Agreement construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadAgent”, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.“

Appointment and Authorization. (a) Each Lender Purchaser hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Operative Documents, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Operative Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Operative Document, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, each Purchaser hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Holders with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Lenders, Operative Documents and acknowledge and agree that any such action by the Borrower Collateral Agent shall have no rights as third party beneficiaries of any of the provisions contained hereinbind such Purchaser. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Operative Document, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any Lendera Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Operative Document or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Operative Documents with reference to any Appointed the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each (a) Lender hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Transaction Agreements, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document Transaction Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan DocumentTransaction Agreement, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, the Lender hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Lenders, Security Documents and acknowledge and agree that any such action by the Borrower Collateral Agent shall have no rights as third party beneficiaries of any of bind the provisions contained hereinLender. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan DocumentTransaction Agreement, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any the Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document Transaction Agreement or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Transaction Agreements with reference to any Appointed the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectivelyBankAmerica Business Credit, the “Appointed Agents”) Inc. as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on determined by a court of competent jurisdiction), or be responsible in any manner to any of the express conditions contained in this Article XIII. The provisions Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Article XIII Agreement or any other Loan Documents, (other than Sections 13.9, 13.10(ab) and 13.10(b)) are solely for be under any obligation to any Lender to ascertain or to inquire as to the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries performance or observance of any of the provisions contained hereinterms, covenants or conditions hereof or thereof on the part of Borrower or any other Company, or the financial condition of Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints each of the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Agents as its agents agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIIVIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) VIII are solely for the benefit of the Appointed Agents and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agentagents” in this Agreement with reference to any Appointed Agent the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria and other determinations with respect to the calculation of the Borrowing Base, (b) the making of Agent Protective Advances pursuant to Section 2.4(g) 2.04, and (c) the exercise of remedies pursuant to Section 10.2Article VII, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender or to impose on the Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent”, “Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Agent shall have deliver to each Lender, promptly upon receipt thereof by the Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Agent pursuant to Article IX. that the Borrower is not otherwise required to deliver directly to the Lenders. The Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably designates and appoints (i) BANA as U.S. Administrative Agent and Collateral Agent for such Lender, Bank of America, N.A. (acting through its Canada Branch) as Canadian Administrative Agent for such Lender and Bank of America, N.A. (acting through its London Branch) as Dutch Administrative Agent for such Lender, (ii) Rabobank Nederland, Canadian Branch and Bank of Montreal as Co-Syndication Agents for such Lender, (iii) JPMorgan Chase Bank, N.A., as Documentation Agent for such Lender and (iv) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Rabobank Nederland, Canadian Branch and Bank of Montreal as Joint Lead Arrangers for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Credit Document, each Appointed the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. The Co-Syndication Agents, nor the Documentation Agent and Joint Lead Arrangers shall have no rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any Appointed Agent of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Credit Documents with reference to any Appointed Agent the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawRequirement of Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the no Borrower shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “the Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Xxxxx Fargo as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIISection Twelve. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) Section Twelve are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesresponsibilities to Lenders, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by Lenders. Without limiting Section 11.1, Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Loan Documents and to enter into amendments, restatements, modifications and supplements to the Loan Documents entered into between Agent and one or more Borrowers or Guarantors from time to time to take any action contemplated or permitted by the terms of this Agreement. Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, each Lender hereby authorizes each of Collateral Agent and Agent to enter into the Intercreditor Agreement and the Security Agreement (together with any joinders thereto and any amendments, modifications or supplements thereto to make conforming changes to the Loan Documents, resolve any ambiguities in Agent’s discretion and make corrective amendments thereto), and to take all actions contemplated by the Intercreditor Agreement and the Security Agreement.

Appointment and Authorization. Each Lender Bank hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement nominee and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agentagent, in its respective capacity, name and on its behalf: (i) to act as nominee for and on behalf of such Bank in and under all Loan Documents; (ii) to arrange the means whereby the funds of Banks are to be made available to the Borrowers under the Loan Documents; (iii) to take such action on its behalf as may be requested by any Bank under the provisions Loan Documents (when such Bank is entitled to make such request under the Loan Documents); (iv) to receive all documents and items to be furnished to Banks under the Loan Documents; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of this Agreement Banks; (vi) to promptly distribute to each Bank all material information, requests, documents and items received from the Borrowers under the Loan Documents; (vii) to promptly distribute to each other Bank such Bank's Pro Rata Part of each payment or prepayment (whether voluntary, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Document Documents and (viii) to deliver to the appropriate Persons requests, demands, approvals and consents received from Banks. Each Bank hereby authorizes Agent to take all actions and to exercise such powers and perform such duties under the Loan Documents as are expressly specifically delegated to it Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such all other powers as are reasonably incidental thereto. Each Appointed With respect to its commitments hereunder and the Notes issued to it, Agent agrees to and any successor Agent shall have the same rights under the Loan Documents as any other Bank and may exercise the same as though it were not the Agent; and the term "Bank" or "Banks" shall, unless otherwise expressly indicated, include Agent and any successor Agent in its capacity as a Bank. Agent and any successor Agent and its Affiliates may accept deposits from, lend money to, act as such on trustee under indentures of and generally engage in any kind of business with the express conditions contained Borrowers, and any person which may do business with the Borrowers, all as if Agent and any successor Agent was not Agent hereunder and without any duty to account therefor to the Banks; provided that, if any payments in this Article XIII. The provisions respect of this Article XIII any property (other than Sections 13.9, 13.10(aor the proceeds thereof) and 13.10(b)) are solely now or hereafter in the possession or control of Agent which may be or become security for the benefit obligations of the Appointed Agents and Borrowers arising under the Lenders, and the Borrower shall have no rights as third party beneficiaries of any Loan Documents by reason of the provisions general description of indebtedness secured or of property contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Documentagreements, each Appointed Agent shall not have documents or instruments related to any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities such other business shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality applied to reduction of the foregoing sentence, the use obligations of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations Borrowers arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination then each Bank shall be entitled to share in such application according to its pro rata part thereof. Each Bank, upon request of any other Bank, shall disclose to all other Banks all indebtedness and liabilities, direct and contingent, of the applicability of ineligibility criteria with respect Borrowers to the calculation such Bank as of the Borrowing Base, (b) the making time of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenderssuch request.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseCombined Availability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender Bank hereby designates irrevocably appoints and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to it the Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such other powers as are reasonably incidental thereto. Each Appointed The relationship between the Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenderseach Bank has no fiduciary aspects, and the Borrower shall have no rights Agent's duties (as third party beneficiaries Agent) hereunder are acknowledged to be only ministerial and not involving the exercise of any of the provisions contained hereindiscretion on its part. Notwithstanding any provision to the contrary contained elsewhere Nothing in this Agreement or in any other Loan Document, each Appointed Document shall be construed to impose on the Agent shall not have any duties or responsibilitiesresponsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, except those expressly set forth herein, nor the Agent does not assume and shall any Appointed Agent have or not be deemed to have any fiduciary relationship with any Lenderassumed, and no implied covenantshereby expressly disclaims, functions, responsibilities, duties, obligations any obligation with or liabilities shall be read into for the Borrowers. As to matters not expressly provided for in this Agreement or any other Loan Document, the Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Required Banks and their respective successors and assigns; provided, however, that in no event shall the Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or otherwise exist applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any Appointed Agentand all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. Without limiting If an indemnity furnished to the generality Agent for any purpose shall, in the reasonable opinion of the foregoing sentenceAgent, be insufficient or become impaired, the use of Agent may call for additional indemnity from the term “agent” in this Agreement with reference Banks and not commence or cease to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions do the acts for which such Appointed Agent indemnity is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersrequested until such additional indemnity is furnished.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) GECC as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent, the Agent-Related Persons and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action actions as the Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Financing Documents as are expressly delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Each Appointed Subject to the terms of Section 11.5 and to the terms of the other Financing Documents, the Administrative Agent agrees and the Lead Lenders are authorized and empowered to act as such amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf of the express conditions contained Lenders. Other than to the extent set forth in this Article XIII. The Section 10.12, the provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 10 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, Lenders and neither the Borrower nor any other Credit Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained hereinhereof. Notwithstanding any provision to In performing its functions and duties under this Agreement, the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Administrative Agent shall act solely as a non-fiduciary agent of the Lenders and does not have any duties or responsibilities, except those expressly set forth herein, nor assume and shall any Appointed Agent have or not be deemed to have assumed any obligation toward or relationship of agency, fiduciary relationship or trust with any Lenderor for the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement the Borrower or any other Loan Document or otherwise exist against any Appointed AgentCredit Party. Without limiting Subject to the generality provisions of this Article 10, including but not limited to Section 10.5 and Section 10.7, the Administrative Agent hereby agrees to act on the instructions of the foregoing sentenceLead Lenders, the use of Required Lenders or all the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadLenders, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement the context requires herein and the other Loan Financing Documents, including (a) and/or upon the determination express conditions contained herein and the other Financing Documents, as applicable. The Administrative Agent may perform any of its duties hereunder, or under the applicability of ineligibility criteria Financing Documents, by or through its own agents or employees. The Administrative Agent is authorized to appoint co-agents or sub-agents to act for it in connection with respect any right or power under the Financing Documents as are delegated to the calculation Administrative Agent by the terms thereof in respect of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2any jurisdiction or any Collateral, and any action so taken or not taken all provision hereof benefiting the Administrative Agent shall be deemed consented to by the Lendersbenefit such co-agents and sub-agents, including provisions regarding indemnification.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender Bank hereby irrevocably appoints and authorizes each Appointed AgentNational City Bank, in its respective capacityas Administrative Agent hereunder and as collateral agent, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to it as Administrative Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such other powers as are reasonably incidental thereto. Each Appointed The relationship between the Administrative Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenderseach Bank has no fiduciary aspects, and the Borrower shall have no rights as third party beneficiaries Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of any of the provisions contained hereindiscretion on its part. Notwithstanding any provision to the contrary contained elsewhere Nothing in this Agreement or in any other Loan Document, each Appointed Document shall be construed to impose on the Administrative Agent shall not have any duties or responsibilitiesresponsibilities other than those for which express provision is made herein or therein. In performing its duties and functions under this Article 10, except those expressly set forth herein, nor the Administrative Agent does not assume and shall any Appointed Agent have or not be deemed to have any fiduciary relationship with any Lenderassumed, and no implied covenantshereby expressly disclaims, functions, responsibilities, duties, obligations any obligation with or liabilities shall be read into for any Borrower. As to matters not expressly provided for in this Agreement or any other Loan Document, the Administrative Agent shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Required Banks and their respective successors and assigns; provided, however, that in no event shall the Administrative Agent be required to take any action which exposes it to individual liability or which is contrary to this Agreement, any Loan Document or otherwise exist applicable law, and the Administrative Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any Appointed Agentand all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. Without limiting If an indemnity furnished to the generality of the foregoing sentenceAdministrative Agent for any purpose shall, in its reasonable opinion, be insufficient or become impaired, the use of Administrative Agent may call for additional indemnity from the term “agent” in this Agreement with reference Banks and not commence or cease to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions do the acts for which such Appointed Agent indemnity is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersrequested until such additional indemnity is furnished.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it them by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the LendersLenders and, and the no Borrower Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein, nor shall anything contained in this Article 12 limit any rights set forth elsewhere in this Agreement the Borrower Parties have or may have against the Agent, any Lender or any other Agent-Related Person. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article 10. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Notwithstanding anything contained herein to the contrary, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as contractual representative on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Loan Documents as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Each Appointed Borrower shall be entitled to rely conclusively upon a written notice or written response from Agent as being made pursuant to the requisite concurrence or consent of Lenders necessary to take such action without investigation or otherwise contacting Lenders hereunder. Nothing herein shall be construed to deem Agent a trustee for any Lender nor to impose on Agent duties or obligations other than those expressly provided for herein. Not in limitation of the foregoing, each Lender agrees Agent has no fiduciary obligations to such Lender under this Agreement, any other Loan Document or otherwise. At the request of a Lender, Agent will forward to each Lender copies or, where appropriate, originals of the documents delivered to Agent pursuant to Section 5.1. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to Agent by Borrower pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), Agent shall not be required to exercise any discretion or take any action, but shall be required to act as such on or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit instructions of the Appointed Agents and the Majority Lenders, and the Borrower such instructions shall have no rights as third party beneficiaries be binding upon all Lenders and all holders of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentNotes; provided, each Appointed however, that Agent shall not have be required to take any duties action which exposes Agent to personal liability or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed which is contrary to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed AgentApplicable Law. Without limiting the generality Not in limitation of the foregoing sentenceforegoing, Agent shall not exercise any right or remedy it or Lenders may have under any Loan Document upon the use occurrence of a Default or an Event of Default unless the Supermajority Lenders have so directed Agent to exercise such right or remedy. Agent shall not be deemed to have knowledge or notice of the term “agent” occurrence of a Default or Event of Default unless Agent has actual knowledge of such Default or Event of Default. In the event that Agent has actual knowledge of the occurrence of a Default or Event of Default, Agent shall give prompt notice thereof to Lenders. Each Lender authorizes and directs Agent to enter into the Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Majority Lenders or the Supermajority Lenders, as applicable, in accordance with the provisions of this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) and the determination exercise by the Majority Lenders or the Supermajority Lenders, as applicable, of the applicability of ineligibility criteria powers set forth herein or therein, together with respect to the calculation of the Borrowing Basesuch other powers as are reasonably incidental thereto, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the authorized and binding upon all of Lenders.

Appointment and Authorization. Each member of the Lender Group hereby designates irrevocably appoints and appoints the Agent authorizes, and the Collateral Agent (collectively, the “Appointed Agents”) as hereby agrees that it will require any transferee of any of its agents under interest in this Agreement and the other Loan Documents and each Lender hereby its Loan and its portion of the Commitment irrevocably authorizes each Appointed Agentto appoint and authorize, in its respective capacity, the Administrative Agent to take such action actions as its agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Loan Documents as are expressly delegated to it by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on Without limiting the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9foregoing, 13.10(a) and 13.10(b)) are solely for the benefit each member of the Appointed Agents Lender Group hereby authorizes the Administrative Agent to execute and deliver each Loan Document to which the LendersAdministrative Agent is, and or is required to be, a party. Neither the Borrower shall have no rights as third party beneficiaries of Administrative Agent nor any of the provisions contained herein. Notwithstanding its directors, officers, employees, or agents shall be liable for any provision action taken or omitted to the contrary contained elsewhere in this Agreement be taken by it hereunder or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesconnection herewith, except those expressly set forth herein, nor shall any Appointed Agent have for its own gross negligence or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agentwillful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. Without limiting the generality foregoing, each member of the foregoing sentenceLender Group hereby authorizes the Administrative Agent to execute and deliver, and consents to and authorizes Agent’s execution and delivery of, the use Intercreditor Agreement and any additional intercreditor or subordination agreements from time to time as contemplated by the terms hereof on behalf of such member of the term “agent” in this Agreement with reference Lender Group and agrees to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, be bound by the terms and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documentsprovisions thereof, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenderspurchase option contained therein.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or each of the affected Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank of America as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIISection Twelve. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) Section Twelve are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesresponsibilities to Lenders, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) subparagraph 2.2(i), and (c) the exercise of remedies pursuant to Section Paragraph 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any no duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) which may be delivered by electronic transmission (including e-mail by such Lenders or counsel to the Required Lenders (which on the date hereof is Xxxxxx & Xxxxxxx LLP); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law and shall, in the Administrative Agent’s sole discretion, be accompanied by indemnity or security satisfactory to the Administrative Agent and subject to the indemnification set forth in Section 9.07. The Administrative Agent shall not, except as expressly otherwise provided set forth herein and in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any capacity. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (ai) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the determination contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the applicability covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of ineligibility criteria with respect any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersAdministrative Agent.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender or to impose on the Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Agent is are not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as The Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly otherwise provided in this Agreementfor by the Loan Documents (including, each Appointed without limitation, enforcement or collection of any of the Obligations), the Agent shall have not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and may use its sole discretion with respect to exercising shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lxxxxx’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender Investor hereby designates and appoints the Agent St. Cloud as Lead Lender and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby Investor irrevocably authorizes each Appointed Agent, in its respective capacity, the Lead Lender and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Lead Lender and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the Security Agreement, nor shall any Appointed the Lead Lender and Collateral Agent have or be deemed to have any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Lead Lender and Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Collateral Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2remedies, and any action so taken or not taken shall be deemed consented to by the LendersInvestors.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “ “Administrative Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to Administrative Agent pursuant to this Agreement that Borrower is not otherwise required to deliver directly to the Lenders. Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to Administrative Agent by Borrower, any Loan Party or any other Affiliate of Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Debt), Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or the Unanimous Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Debt; provided, however, that, notwithstanding anything in this Agreement to the contrary, Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or applicable law. Not in limitation of the foregoing, Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to Requisite Lenders, or where applicable, the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Unanimous Lenders.

Appointment and Authorization. Each Lender hereby designates and irrevocably appoints the entity named as the Administrative Agent and in the Collateral Agent (collectively, the “Appointed Agents”) as its agents under heading of this Agreement and its successors to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to enter into each Lender hereby irrevocably authorizes each Appointed Agent, in of the Loan Documents to which it is a party (other than this Agreement) on its respective capacity, behalf and to take such action actions as the Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Loan Documents as are expressly delegated to it Administrative Agent by the terms of this Agreement or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Each Appointed Subject to the terms of Section 8.01 and to the terms of the other Loan Documents, the Administrative Agent agrees is authorized and empowered to act as such amend, modify, or waive any provisions of this Agreement or the other Loan Documents on the express conditions contained in this Article XIIIbehalf of Lenders. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 7 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, Lenders and the Borrower shall not have no any rights as third a third- party beneficiaries beneficiary of any of the provisions contained hereinhereof. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, It is understood and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, agreed that the use of the term “agent” herein or in this Agreement any other Loan Documents (or any other similar term) with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facility as expressly otherwise provided in this Agreement, each Appointed well as activities as the Administrative Agent. The Administrative Agent shall have and may use its sole discretion with respect to exercising not be responsible for the negligence or refraining from exercising misconduct of any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect sub-agents except to the calculation extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Borrowing Base, (b) Administrative Agent acted with gross negligence or willful misconduct in the making selection of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenderssuch sub-agents.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article VIII that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender's behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “terms "Agent", "Administrative Agent", "agent” " and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Parent, the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender Lender, on behalf of itself and any of its Affiliates that are Secured Parties, and each Letter of Credit Issuer hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender and each Letter of Credit Issuer hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the LendersSecured Parties, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this AgreementAgreement (including any required consent or direction from the Required Lenders), each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably designates and appoints (i) Bank of America, N.A. as the Administrative Agent and Collateral Agent for such Lender, (ii) Deutsche Bank Securities Inc., Bank of Montreal and PNC Bank, National Association as Co-Documentation Agents for such Lender, (iii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers for such Lender and (iv) JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association as Syndication Agent for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Credit Document, each Appointed the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. None of the Agents (other than the Administrative Agent and the Collateral Agent) shall have any rights, nor powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Credit Documents with reference to any Appointed Agent the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes Administrative Agent to enter into each of the Agent Financing Documents to which it is a party (other than this Agreement) on its behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action actions as Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Financing Documents as are expressly delegated to it Administrative Agent by the terms of this Agreement or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Each Appointed Subject to the terms of Section 11.5 and to the terms of the other Financing Documents, Administrative Agent agrees is authorized and empowered to act as such amend, modify, or waive any provisions of this Agreement or the other Financing Documents on the express conditions contained in this Article XIIIbehalf of Lenders. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 10 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, Lenders and the neither Borrower nor any other Credit Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained hereinhereof. Notwithstanding any provision to the contrary contained elsewhere in In performing its functions and duties under this Agreement or in any other Loan DocumentAgreement, each Appointed Administrative Agent shall act solely as agent of Lenders and does not have any duties or responsibilities, except those expressly set forth herein, nor assume and shall any Appointed Agent have or not be deemed to have assumed any fiduciary obligation toward or relationship of agency or trust with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrower or any other Loan Document Credit Party. Administrative Agent may perform any of its duties hereunder, or otherwise exist against any Appointed Agentunder the Financing Documents, by or through its own agents or employees. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Administrative Agent is not intended authorized to connote appoint co-agents or sub-agents to act for it in connection with any fiduciary right or other implied (or express) obligations arising power under agency doctrine the Financing Documents as are delegated to Administrative Agent by the terms thereof in respect of any applicable law. Instead, such term is used merely as a matter of market customjurisdiction or any Collateral, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed all provision hereof benefiting Administrative Agent shall have benefit such co-agents and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documentssub-agents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersprovisions regarding indemnification.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower no Obligor shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in another Loan Document to which the Agent is a party, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender Note Holder hereby irrevocably appoints, designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Note Document and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan Transaction Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent Note Holder hereby acknowledges and agrees to act as such on that the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor herein and in the other Transaction Documents. The Agent shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderNote Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Transaction Document or otherwise exist against any Appointed Agentthe Agent in such capacity. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” herein and in this Agreement the other Transaction Documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this AgreementThe permissive authorizations, each Appointed Agent shall have entitlements, powers and may use its sole discretion with respect rights (including the right to exercising request that the Company take an action or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement deliver a document and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant following an Event of Default as provided herein) granted to Section 10.2, the Agent herein shall not be construed as duties. The Agent shall not have any responsibility for interest or income on any funds held by it hereunder and any action funds so taken held shall be held uninvested pending distribution thereof. Whether or not taken explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to the Agent herein shall be deemed consented apply to any document entered into by the LendersAgent in connection with its role as Agent under the Transaction Documents. Except to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Agent in all matters concerning the Transaction Documents.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents Documents, and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower no Obligor shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein, except with respect to the provisions of Sections 12.9, 12.10 and 12.11 to the extent such Sections provide rights or benefits to the Obligors. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower no Loan Party shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and neither the Parent nor the Borrower shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein12. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent Lender hereby acknowledges and agrees to act as such on that the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor herein and in the other Loan Documents. The Administrative Agent shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderLender or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this AgreementThe permissive authorizations, each Appointed Agent shall have entitlements, powers and may use its sole discretion with respect rights (including the right to exercising request that the Borrower take an action or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement deliver a document and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant following an Event of Default) granted to Section 10.2, the Administrative Agent herein shall not be construed as duties. The Administrative Agent shall not have any responsibility for interest or income on any funds held by it hereunder and any action funds so taken held shall be held un-invested pending distribution thereof. Whether or not taken explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to the Administrative Agent herein shall be deemed consented apply to any document entered into by the LendersAdministrative Agent in connection with its role as Administrative Agent under the Loan Documents. Except to the extent expressly provided otherwise herein, the Required Lenders shall have the right to direct the Administrative Agent in all matters concerning the Loan Documents.

Appointment and Authorization. Each Lender hereby designates appoints and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Loan Documents as are expressly delegated designated to it the Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Each Appointed The Lenders expressly agree that the Agent agrees to act is not acting as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit a fiduciary of the Appointed Agents and Lenders in respect of the LendersLoan Documents, the Borrowers or otherwise, and the Borrower shall have no rights as third party beneficiaries of nothing herein or in any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent Documents shall not have result in any duties or responsibilities, obligations on the Agent or any of the Lenders except those as expressly set forth herein. Subject to the appointment of a successor Agent as specified below, nor shall the Agent may resign at any Appointed Agent have or be deemed time by sending 20 days prior written notice to have any fiduciary relationship Borrower and the Lenders. In the event of any such resignation, the Required Lenders may appoint a new agent with (except if any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting Event of Default then exists) the generality consent of the foregoing sentencePublic Hub Company (which consent shall not be unreasonably withheld), which shall succeed to all the use rights, powers and duties of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising hereunder and under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) . Any resigning Agent shall be entitled to the determination benefit of all the applicability of ineligibility criteria protective provisions hereof with respect to its acts as an agent hereunder, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the calculation Agent resigns and no successor is appointed, the rights and obligations of the Borrowing Base, (b) the making of such Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to automatically assumed by the LendersRequired Lenders and the Borrowers shall be directed to make all payments due each Lender hereunder directly to such Lender.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on the express conditions contained determined by a court of competent jurisdiction), or be responsible in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any manner to any of the provisions contained hereinLenders for the effectiveness, enforceability, genuineness, validity or due execution of this Agreement or any other Loan Documents, (b) be under any obligation to any Lender to ascertain or to inquire as to the performance or observance or any of the terms, covenants or conditions hereof or thereof on the part of Borrower or any other Company, or the financial condition of Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender Bank hereby designates irrevocably appoints and appoints authorizes First Union as the Administrative Agent, NMS as the Syndication Agent and NationsBank as the Collateral Appraisal Agent (collectively, the “Appointed Agents”) as its agents to take such action on each Bank's behalf and to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Agents by the terms of this Agreement hereof or any other Loan Documentthereof, together with such other powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on No other agents or co-agents of the express conditions contained in Banks under this Article XIIICredit Facility may be appointed without the prior written consent of First Union and NationsBank. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) relationship between each Agent and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenderseach Bank has no fiduciary aspects, and each Agent's duties hereunder are acknowledged to be only ministerial and not involving the Borrower shall have no rights as third party beneficiaries exercise of any of the provisions contained hereindiscretion on its part. Notwithstanding any provision to the contrary contained elsewhere Nothing in this Agreement or in any other Loan Document, each Appointed Document shall be construed to impose on any Agent shall not have any duties or responsibilitiesresponsibilities other than those for which express provision is made herein or therein. In performing their duties and functions under this Article 10, except those expressly set forth herein, nor the Agents do not assume and shall any Appointed Agent have or not be deemed to have any fiduciary relationship with any Lenderassumed, and no implied covenantshereby expressly disclaim, functions, responsibilities, duties, obligations any obligation with or liabilities shall be read into for the Borrowers. As to matters not expressly provided for in this Agreement or any other Loan Document, the Agents shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall any Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or otherwise exist applicable law, and each Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any Appointed Agentand all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference If an indemnity furnished to any Appointed Agent is not intended to connote Agents for any fiduciary purpose shall, in its reasonable opinion, be insufficient or other implied (or express) obligations arising under agency doctrine of any applicable law. Insteadbecome impaired, such term is used merely as a matter of market custom, Agent may call for additional indemnity from the Banks and is intended not commence or cease to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions do the acts for which such Appointed Agent indemnity is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersrequested until such additional indemnity is furnished.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the Administrative Agent to enter into one or more intercreditor agreements, collateral agency agreements and Collateral Documents, including amendments or supplements thereto from time to time, as may be acceptable to the Administrative Agent in its reasonable discretion with parties to any Appointed Pari Passu Debt, including (if applicable) for the purpose of acting as collateral agent for the Secured Parties and the parties to such Pari Passu Debt (and each reference to the Administrative Agent have or in this Article XII shall be deemed to have any fiduciary relationship with any Lenderinclude a reference to the Administrative Agent acting in such capacity, and no implied covenants, functions, responsibilities, duties, obligations or liabilities if applicable). Nothing herein shall be read into this Agreement construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadAgent”, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.“

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article VIII. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender Certificate Holder irrevocably appoints and authorizes Xxxxxx Trust and Savings Bank as Agent Certificate Holder (in such capacity as Agent Certificate Holder hereunder and under the other Operative Documents, the "Agent Certificate Holder") of such Certificate Holder to enter into the Operative Documents on behalf of such Certificate Holder and to act as specified herein and in the other Operative Documents, and each such Certificate Holder hereby designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Certificate Holder as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacityagent for such Certificate Holder, to take such action on its behalf under the provisions of this Participation Agreement and each the other Loan Document Operative Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such other powers as are reasonably incidental theretothereto (including, without limitation, the execution and delivery, or causing Lessor Trust to execute and deliver, from time to time in accordance with the provisions and terms hereof of Lease Supplements, Construction Agency Agreement Supplements, Assignment of Lease and Rent Supplements and the various other documents, conveyances, terminations, assignments and instruments contemplated herein to be delivered by the Agent Certificate Holder on behalf of the Certificate Holders). Each Appointed action taken by the Agent agrees Certificate Holder under any Operative Document shall be deemed to act as such be on behalf of each the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9Certificate Holders, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinunless otherwise indicated. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any the other Loan DocumentOperative Documents, each Appointed the Agent Certificate Holder shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderCertificate Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Participation Agreement or any of the other Loan Document Operative Documents, or shall otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersCertificate Holder.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to Administrative Agent pursuant to the terms hereof that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly otherwise provided for by the Loan Documents (including, without limitation, enforcement of the Loan Documents or collection of the Debt, 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 Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Debt; provided, however, that, notwithstanding anything in this AgreementAgreement to the contrary, each Appointed the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise or may refrain from exercising any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (which must include any Lender then acting as Administrative Agent) have directed the Administrative Agent otherwise and unless and until Administrative Agent shall have and received directions from Requisite Lenders (which must include any Lender then acting as Administrative Agent), Administrative Agent may use its sole discretion take such action, or refrain from taking such action, permitted under the Loan Documents with respect to exercising any Default or Event of Default as Administrative Agent shall determine in its sole discretion. Furthermore, and without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect Requisite Lenders pursuant to the calculation of the Borrowing Baseterms hereof, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto, including, without limitation, to execute and deliver the Intercreditor Agreement on behalf of the Lenders. Each Appointed Neither Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on determined by a court of competent jurisdiction), or be responsible in any manner to any of the express conditions contained in this Article XIII. The provisions Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Article XIII Agreement or any other Loan Documents, (other than Sections 13.9, 13.10(ab) and 13.10(b)) are solely for be under any obligation to any Lender to ascertain or to inquire as to the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries performance or observance of any of the provisions contained hereinterms, covenants or conditions hereof or thereof on the part of Borrower or any other Company, or the financial condition of Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Each Lender, by becoming a party to this Agreement, agrees to be bound by and subject to the terms and conditions of the Intercreditor Agreement as if it were an original party thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent 103 a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “the Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates appoints and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Loan Documents as are expressly delegated designated to it the Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Each Appointed The Lenders expressly agree that the Agent agrees to act is not acting as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit a fiduciary of the Appointed Agents and Lenders in respect of the LendersLoan Documents, the Company or otherwise, and the Borrower shall have no rights as third party beneficiaries of nothing herein or in any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent Documents shall not have result in any duties or responsibilities, obligations on the Agent or any of the Lenders except those as expressly set forth herein. The Agent may resign at any time by sending 20 days prior written notice to the Company and the Lenders. In the event of any such resignation, nor the Required Lenders may appoint a new agent after consultation with the Company (and, so long as no Default or Event of Default exists, the Company's prior written consent) which shall any Appointed Agent have or be deemed succeed to have any fiduciary relationship with any Lenderall the rights, powers and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality duties of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising hereunder and under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) . Any resigning Agent shall be entitled to the determination benefit of all the applicability of ineligibility criteria protective provisions hereof with respect to its acts as an agent hereunder, but no successor Agent shall in any event be liable or responsible for any actions of its predecessor. If the calculation Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Borrowing Base, Required Lenders and (bi) the making of Agent Advances pursuant Company shall be directed to Section 2.4(g) make all payments due each Lender hereunder directly to such Lender and (cii) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken Agent's rights in the Collateral Documents shall be deemed consented assigned without representation, recourse or warranty to by the LendersLenders as their interests may appear.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectivelyBankAmerica Business Credit, the “Appointed Agents”) Inc. as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIIIARTICLE 14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) ARTICLE 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Loan Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseCombined Availability, (b) the making of Agent Advances pursuant to Section 2.4(g) SECTION 2.2(i), and (c) the exercise of remedies pursuant to Section 10.2SECTION 11.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates appoints and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the Loan Documents as are expressly delegated designated to it the Administrative Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Each Appointed The Lenders expressly agree that the Administrative Agent agrees to act is not acting as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit a fiduciary of the Appointed Agents and Lenders in respect of the LendersLoan Documents, the Company or otherwise, and the Borrower shall have no rights as third party beneficiaries of nothing herein or in any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent Documents shall not have result in any duties or responsibilities, obligations on the Administrative Agent or any Lenders except those as expressly set forth herein. The Administrative Agent may resign at any time by sending 20 days prior written notice to the Company and the Lenders and may be removed by the Required Lenders upon 20 days prior written notice to the Company and the Lenders. In the event of any such resignation or removal the Required Lenders may appoint a new agent, nor which shall any Appointed succeed to all the rights, powers and duties of the Administrative Agent have hereunder and under the Loan Documents, such new Administrative Agent to be subject to the reasonable consent of the Company unless a Default or be deemed to have any fiduciary relationship with any Lender, Event of Default has occurred and no implied covenants, functions, responsibilities, duties, obligations is continuing. Any resigning or liabilities removed Administrative Agent shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting entitled to the generality benefit of all the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion protective provisions hereof with respect to exercising its acts as an agent hereunder, but no successor Administrative Agent shall in any event be liable or refraining from exercising any discretionary rights or taking or refraining from taking responsible for any actions which of its predecessor. If the Administrative Agent resigns or is removed and no successor is appointed, the rights and obligations of such Appointed Administrative Agent is expressly entitled to take or assert under this Agreement shall be automatically assumed by the Required Lenders and the other Loan Documents, including (ai) the determination of Company shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii) the applicability of ineligibility criteria with respect Administrative Agent's rights in the Loan Documents shall be assigned without representation, recourse or warranty to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersLenders as their interests may appear.

Appointment and Authorization. (a) Each Lender Purchaser hereby irrevocably designates and appoints Xxxxx Fargo Bank, National Association as the “Agent” hereunder and authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document actions and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any Agent hereby and to exercise such other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained shall hold, in this Article XIII. The provisions of this Article XIII (other than Sections 13.9its name, 13.10(a) and 13.10(b)) are solely for the benefit of each Purchaser, the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries Purchase Interest of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agentsuch Purchaser. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Transaction Documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided The Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Agent ever be required to take any action which exposes the Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law. Notwithstanding any provision to the contrary elsewhere in this Agreement, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other agent and may use its sole discretion with respect to exercising no implied covenants, functions, responsibilities, duties, obligations or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed liabilities on the part of the Agent is expressly entitled to take or assert under shall be read into this Agreement and or otherwise exist against the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersAgent.

Appointment and Authorization. Each Lender Bank hereby irrevocably designates and appoints KeyBank National Association as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) of such Bank to act as its agents under specified in this Agreement and the other Loan Documents and each Lender such Bank hereby irrevocably authorizes each Appointed Agent, in its respective capacity, KeyBank National Association to take such action as the Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan DocumentRelated Writing, together with such other powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on upon the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinXII. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinin this Agreement, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into into, created by or arise under this Agreement or any other Loan Document Related Writing or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the Related Writings with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except Subject to the provisions of Sections 12.03 and 12.11, the Agent shall administer the Loans in the same manner as expressly otherwise provided in it administers its own loans. The provisions of this Article XII are solely for the benefit of the Agent and the Banks, and neither the Borrower, the Parent nor any of their respective Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement act solely as agent of the Banks and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) does not assume and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or shall not taken shall be deemed consented to by have assumed any obligation or relationship of agency or trust with or for the LendersBorrower, the Parent or their respective Subsidiaries.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither the Administrative Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on determined by a final non‑appealable judgment of a court of competent jurisdiction), or be responsible in any manner to any of the express conditions contained in this Article XIII. The provisions Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Article XIII Agreement or any other Loan Documents, (other than Sections 13.9, 13.10(ab) and 13.10(b)) are solely for be under any obligation to any Lender to ascertain or to inquire as to the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries performance or observance of any of the provisions contained hereinterms, covenants or conditions hereof or thereof on the part of the Borrower or any other Company, or the financial condition of the Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and irrevocably appoints the entity named as the Administrative Agent and in the Collateral Agent (collectively, the “Appointed Agents”) as its agents under heading of this Agreement and its successors to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to enter into each Lender hereby irrevocably authorizes each Appointed Agent, in of the Loan Documents to which it is a party (other than this Agreement) on its respective capacity, behalf and to take such action actions as the Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Loan Documents as are expressly delegated to it Administrative Agent by the terms of this Agreement or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Each Appointed Subject to the terms of Section 8.01 and to the terms of the other Loan Documents, the Administrative Agent agrees is authorized and empowered to act as such amend, modify, or waive any provisions of this Agreement or the other Loan Documents on the express conditions contained in this Article XIIIbehalf of Lenders. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 7 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, Xxxxxxx and the Borrower shall not have no any rights as third a third- party beneficiaries beneficiary of any of the provisions contained hereinhereof. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, It is understood and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, agreed that the use of the term “agent” herein or in this Agreement any other Loan Documents (or any other similar term) with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facility as expressly otherwise provided in this Agreement, each Appointed well as activities as the Administrative Agent. The Administrative Agent shall have and may use its sole discretion with respect to exercising not be responsible for the negligence or refraining from exercising misconduct of any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect sub-agents except to the calculation extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Borrowing Base, (b) Administrative Agent acted with gross negligence or willful misconduct in the making selection of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenderssuch sub-agents.

Appointment and Authorization. Each Lender hereby designates appoints and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Loan Documents as are expressly delegated designated to it the Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Each Appointed The Lenders acknowledge and agree that the Agent agrees to act as such on and the express conditions contained in this Article XIIIIssuers are not a trustee or other fiduciary for them. The provisions of this Article XIII Agent or an Issuer may resign at any time by sending twenty (other than Sections 13.9, 13.10(a20) days prior written notice to the Borrowers and 13.10(b)the Lenders and may be removed by the Required Lenders upon twenty (20) are solely for days prior written notice to the benefit of the Appointed Agents Borrowers and the Lenders, and . In the Borrower shall have no rights as third party beneficiaries event of any such resignation or removal, the Required Lenders may appoint a new agent or issuer, with the consent of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent Borrowers (which consent shall not have be required if any Default or Event of Default has occurred and is continuing and which consent, if required, shall not be unreasonably withheld), which shall succeed to all the rights, powers and duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, Agent or applicable Issuer (but only as to Letters of Credit issued by the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or expressnew Issuer) obligations arising hereunder and under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) . Any resigning or removed Agent or Issuer shall be entitled to the determination benefit of all the applicability of ineligibility criteria protective provisions hereof with respect to its acts as an agent or issuer hereunder, but no successor Agent or Issuer shall in any event be liable or responsible for any actions of its predecessor. If the calculation Agent resigns or is removed and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by the Borrowing Base, Required Lenders and (bi) the making of Agent Advances pursuant Borrowers and Guarantors shall be directed to Section 2.4(g) make all payments due each Lender hereunder directly to such Lender and (cii) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken Agent’s rights in the Collateral Documents shall be deemed consented assigned without representation, recourse or warranty to by the LendersLenders as their interests may appear. Each Lender hereby appoints Bank of Montreal as Collateral Agent.

Appointment and Authorization. (a) Each Lender Holder, on behalf of itself and its successors and assigns, hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Operative Documents, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Operative Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Operative Document, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, each Holder hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Holders with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Lenders, Operative Documents and acknowledge and agree that any such action by the Borrower Collateral Agent shall have no rights as third party beneficiaries of any of the provisions contained hereinbind such Holder and its successors and assigns. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Operative Document, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any Lendera Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Operative Document or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Operative Documents with reference to any Appointed the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates appoints and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the Guaranties and the Applications as are expressly delegated designated to it the Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Each Appointed The Lenders expressly agree that the Agent agrees to act is not acting as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit a fiduciary of the Appointed Agents and Lenders in respect of the LendersLoan Documents, the Borrower or otherwise, and the Borrower shall have no rights as third party beneficiaries of nothing herein or in any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent Documents shall not have result in any duties or responsibilities, obligations on the Agent or any of the Lenders except those as expressly set forth herein. The Agent may resign at any time by sending twenty (20) days prior written notice to the Borrower and the Lenders and may be removed by the Required Lenders upon twenty (20) days prior written notice to the Borrower and the Lenders. In the event of any such resignation or removal the Required Lenders may appoint a new agent after consultation with the Borrower, nor which shall any Appointed succeed to all the rights, powers and duties of the Agent have hereunder and under the Guaranties and Applications. Any resigning or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities removed Agent shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting entitled to the generality benefit of all the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion protective provisions hereof with respect to exercising its acts as an agent hereunder, but no successor Agent shall in any event be liable or refraining from exercising any discretionary rights or taking or refraining from taking responsible for any actions which of its predecessor. If the Agent resigns or is removed and no successor is appointed, the rights and obligations of such Appointed Agent is expressly entitled to take or assert under this Agreement shall be automatically assumed by the Required Lenders and the other Loan Documents, including (ai) the determination of Borrower shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii) the applicability of ineligibility criteria with respect Agent's rights in the Guaranties and Applications shall be assigned without representation, recourse or warranty to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersLenders as their interests may appear.

Appointment and Authorization. (a) Each Lender hereby irrevocably designates and appoints (i) BANA as Administrative Agent and Collateral Agent for such Lender, (ii) JPMorgan Chase Bank, N.A. as Term Loan Administrative Agent and Syndication Agent for such Lender, (iii) JPMorgan Chase Bank, N.A., as Documentation Agent for such Lender and (iv) Bank of America, N.A. and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Credit Document, each Appointed the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. The Term Loan Administrative Agent, nor the Syndication Agent, the Documentation Agent and Joint Lead Arrangers shall have no rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any Appointed Agent of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall not have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " herein and in this Agreement the other Credit Documents with reference to any Appointed Agent the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawRequirement of Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Agent Agents to take such action as agent on its behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it such Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Only the Agents (and not one or more of the Lenders) shall have the authority to deal directly with the Borrower under this Agreement and each Lender acknowledges that all notices, demands or requests from such Lender to the Borrower must be forwarded to the applicable Agent for delivery to the Borrower. Each Appointed Agent agrees Lender acknowledges that the Borrower has no obligation to act as such or refrain from acting on the express conditions contained instructions or demands of one or more Lenders absent written instructions from an Agent in this Article XIIIaccordance with its rights and authority hereunder. The provisions of this Article XIII (Collateral Manager may direct the Collateral Administrator, the Custodian, the Collateral Custodian or the Securities Intermediary to take any action incidental to their respective duties hereunder. With respect to other than Sections 13.9, 13.10(a) and 13.10(b)) actions which are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision incidental to the contrary contained elsewhere in this Agreement actions specifically delegated to the Collateral Administrator, the Custodian, the Collateral Custodian or in the Securities Intermediary hereunder or under any other Loan Document, each Appointed Agent the Collateral Administrator, the Custodian, the Collateral Custodian or the Securities Intermediary, as applicable, shall not have be required to take any duties such incidental action hereunder, but shall be required to act or responsibilitiesto refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Collateral Manager; provided that, except those expressly set forth hereinthe Collateral Administrator, nor the Custodian, the Collateral Custodian or the Securities Intermediary shall not be required to take any Appointed Agent have action or refrain from acting hereunder at the request of the Collateral Manager or otherwise if the taking of such action or the refrainment therefrom, in the reasonable determination of the Collateral Administrator, the Custodian, the Collateral Custodian or the Securities Intermediary, as applicable, (x) shall be in violation of any applicable law or contrary to any provisions of this Agreement or (y) shall expose it to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Administrator requests the consent of the Collateral Manager and the Collateral Administrator does not receive a consent (either positive or negative) from the Collateral Manager within ten (10) Business Days of such request, then the Collateral Manager shall be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference declined to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect consent to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersrelevant action.

Appointment and Authorization. Each Lender Lender, on behalf of itself and any of its Affiliates that are Secured Parties, and each Letter of Credit Issuer hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender and each Letter of Credit Issuer hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the LendersSecured Parties, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with 210 any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this AgreementAgreement (including any required consent or direction from the Required Lenders), each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Silver Point as its agents Administrative Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Administrative Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, Lenders and the Borrower Loan Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Administrative Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) SVIM as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the no Borrower shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained hereinin this Article 12 (except for the provisions of Section 12.10, 12.11(a), 12.11(b) and 12.18(d)). Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender and the Issuing Bank hereby appoints, designates and appoints authorizes Xxxxx Fargo as and to be the Administrative Agent of such Lender and the Collateral Agent (collectively, the “Appointed Agents”) as its agents Issuing Bank under this Agreement and under each of the other Loan Documents and each Lender hereby and the Issuing Bank irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative Agent to take such action on its behalf under and subject to the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or the Issuing Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent in such capacity. Xxxxx Fargo in its capacity as “Sole Arranger” or “Sole Bookrunner” shall not have any Appointed Agent. Without limiting the generality of the foregoing sentenceright, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary power, obligation, responsibility, duty or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert liability under this Agreement other than those applicable to all Lenders (and in its separate capacities as the other Loan DocumentsSwingline Lender, including (aas the Issuing Bank and as the Administrative Agent) as such and, without limiting the determination of the applicability of ineligibility criteria foregoing, shall not have or be deemed to have any fiduciary relationship with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2any Lender. Each Lender acknowledges that it has not relied, and will not rely, on Xxxxx Fargo in its capacity as “Sole Arranger” or “Sole Bookrunner” in deciding to enter into this Agreement or in taking or not taking any action so taken or not taken shall be deemed consented to by the Lendershereunder.

Appointment and Authorization. Each Lender Bank hereby irrevocably designates and appoints KeyBank National Association as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) of such Bank to act as its agents under specified in this Agreement and the other Loan Documents and each Lender such Bank hereby irrevocably authorizes each Appointed Agent, in its respective capacity, KeyBank National Association to take such action as the Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan DocumentRelated Writing, together with such other powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on upon the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinXII. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentRelated Writing, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinin this Agreement or any Related Writing, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into into, created by or arise under this Agreement or any other Loan Document Related Writing or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the Related Writings with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except Subject to the provisions of Sections 12.03 and 12.11 hereof, the Agent shall administer the Loans in the same manner as expressly otherwise provided in it administers its own loans. The provisions of this Article XII are solely for the benefit of the Agent and the Banks, and neither the Borrower, the Parent nor any of their respective Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement act solely as agent of the Banks and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) does not assume and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or shall not taken shall be deemed consented to by have assumed any obligation or relationship of agency or trust with or for the LendersBorrower, the Parent or their respective Subsidiaries.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a13.11(a) and 13.10(b13.11(b)) are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower Borrowers shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the U.S. Borrowing Base or the Canadian Borrowing Base, as applicable, (b) the making of Agent Advances pursuant to Section 2.4(g2.5(h) or Section 2.6(i), as applicable, and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders. For the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code of Québec between each Secured Party, taken individually, on the one hand, and the Agent, on the other hand, each Obligor and each such Secured Party acknowledge and agree with the Agent that such Secured Party and the Agent are hereby conferred the legal status of solidary creditors of each such Obligor in respect of all Obligations owed by each such Obligor to the Agent and such Secured Party hereunder and under the other Loan Documents (collectively, the “Solidary Claim”) and that, accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, each such Obligor is irrevocably bound towards the Agent and each Secured Party in respect of the entire Solidary Claim of the Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Agent and each Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Agent and such Secured Party and the right to give full aquittance for it. Accordingly, and without limiting the generality of the foregoing, the Agent, as solidary creditor with each Secured Party, shall at all times have a valid and effective right of action in respect of the Solidary Claim and the right to give a full aquittance for same. By its execution of the Loan Documents to which it is a party, each such Obligor not a party hereto shall also be deemed to have accepted the stipulations hereinabove provided. The parties further agree and acknowledge that such Liens (hypothecs) under the Security Documents and the other Loan Documents shall be granted to the Agent, for its own benefit and for the benefit of the Secured Parties, as solidary creditor as hereinabove set forth.

Appointment and Authorization. Each Lender hereby designates appoints and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Loan Documents as are expressly delegated designated to it the Administrative Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Each Appointed The Lenders acknowledge and agree that the Administrative Agent agrees to act as such on the express conditions contained in this Article XIIIis not a trustee or other fiduciary for them. The provisions of this Article XIII Administrative Agent may resign at any time by sending twenty (other than Sections 13.9, 13.10(a20) days prior written notice to the Borrower and 13.10(b)the Lenders and may be removed by the Required Lenders upon twenty (20) are solely for days prior written notice to the benefit of the Appointed Agents Borrower and the Lenders. In the event of any such resignation or removal, and the Required Lenders may appoint a new agent, with the consent of the Borrower (which consent shall have no rights as third party beneficiaries not be required if any Default or Event of any Default has occurred and is continuing and which consent, if required, shall not be unreasonably withheld), which shall succeed to all the rights, powers and duties of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, hereunder and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) . Any resigning or removed Administrative Agent shall be entitled to the determination benefit of all the applicability of ineligibility criteria protective provisions hereof with respect to its acts as an agent or issuer hereunder, but no successor Administrative Agent shall in any event be liable or responsible for any actions of its predecessor. If the calculation Administrative Agent resigns or is removed and no successor is appointed, the rights and obligations of such Administrative Agent shall be automatically assumed by the Borrowing Base, Required Lenders and (bi) the making of Agent Advances pursuant Borrower and Guarantors shall be directed to Section 2.4(g) make all payments due each Lender hereunder directly to such Lender and (cii) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken Administrative Agent’s rights in the Collateral Documents shall be deemed consented assigned without representation, recourse or warranty to by the LendersLenders as their interests may appear.

Appointment and Authorization. Each Lender hereby designates appoints and appoints authorizes Bank of America, N.A. (in its capacity as administrative agent for the Agent and the Collateral Agent (collectivelyLenders hereunder, the “Appointed AgentsAdministrative Agent”) as its agents under this Agreement and the other Loan Documents and to each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Financing Documents as are expressly delegated designated to it the Administrative Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Each Appointed Lender acknowledges and agrees that Bank of America, N.A. (in its capacity as collateral agent for the Lenders hereunder, the “Collateral Agent”) has been appointed as Collateral Agent agrees pursuant to act the Collateral Agency Agreement originally dated as of July 15, 1999, as amended and restated as of July 31, 2002, and as amended and restated as of the Restatement Date, and each Lender acknowledges that the Collateral Agent is authorized to take such action as agent on its behalf and to exercise such powers hereunder and under the express conditions contained in this Article XIIIother Financing Documents as are designated to the Collateral Agent by the terms hereof and thereof (including, without limitation, executing the Intercreditor Agreement and any amendments to that agreement on behalf of the Lenders). The following provisions of this Article XIII (Section 19 shall apply to each Agent except as otherwise expressly provided for in the other than Sections 13.9Financing Documents including, 13.10(a) without limitation, the terms and 13.10(b)) are solely for the benefit provisions of Section 6 of the Appointed Agents and Collateral Agency Agreement. The Lenders expressly agree that each Agent is not acting as a fiduciary of the LendersLenders in respect of the Financing Documents, the Company or otherwise, and the Borrower shall have no rights as third party beneficiaries of nothing herein or in any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere other Financing Documents shall result in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, obligations on an Agent or any of the Lenders except those as expressly set forth herein. An Agent may resign at any time by sending 30 days prior written notice to the Company and the Lenders. In the event of any such resignation, nor the Required Lenders may appoint a new agent, which shall any Appointed succeed to all the rights, powers and duties of such Agent have or be deemed to have any fiduciary relationship with any Lender, hereunder and no implied covenants, functions, responsibilities, duties, obligations or liabilities under the other Financing Documents. Any resigning Agent shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting entitled to the generality benefit of all the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion protective provisions hereof with respect to exercising its acts as an agent hereunder, but no successor Agent shall in any event be liable or refraining from exercising any discretionary rights or taking or refraining from taking responsible for any actions which of its predecessor. If an Agent resigns and no successor is appointed, the rights and obligations of such Appointed Agent is expressly entitled to take or assert under this Agreement shall be automatically assumed by the Required Lenders and the other Loan Documents, including (ai) the determination of Company shall be directed to make all payments due each Lender hereunder directly to such Lender and (ii) such Agent’s rights, if any, in the applicability of ineligibility criteria with respect Financing Documents shall be assigned without representation, recourse or warranty to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersLenders as their interests may appear.

Appointment and Authorization. Each Lender hereby designates and appoints BankAmerica Business Credit, Inc. as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with 82 reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent”, “Administrative Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX, that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation Requisite Lenders (or all of the Borrowing Base, (b) the making Lenders if explicitly required under any other provision of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersthis Agreement).

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Xxxxxx’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent”, “Administrative Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver or otherwise make available to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights or taking or refraining from taking other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any actions which such Appointed of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent is expressly entitled shall not be required to take any action which exposes the Administrative Agent to personal liability or assert under which is contrary to this Agreement and the or any other Loan Documents, including (a) the determination Document or Applicable Law. Not in limitation of the applicability foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of ineligibility criteria with respect to a Default or an Event of Default unless the calculation Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Borrowing Base, (b) the making of Administrative Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.as a result

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The Except for the provisions of Sections 12.9, 12.10 and 12.11 (as to which Borrower is an intended beneficiary), the terms of the provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, NAI-1502661059v7 105 no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes Agent to enter into each of the Agent Security Documents and the Collateral Agent (collectively, the “Appointed Agents”) as Second Lien Intercreditor Agreement on its agents under this Agreement behalf and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action actions as Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Financing Documents as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Each Appointed Except as otherwise expressly provided in Section 12.5 or by the terms of the Financing Documents, Agent agrees is authorized and empowered to act as such amend, modify, or waive any provisions of this Agreement or the other Financing Documents on the express conditions contained in this Article XIIIbehalf of Lenders. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) XI are solely for the benefit of Agent and Lenders (except for the Appointed Agents consent rights granted for the benefit of the Borrowers under Section 11.12 to the extent provided for therein) and neither the Lenders, and the Borrower Borrowers nor any other Credit Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained hereinhereof. Notwithstanding any provision to the contrary contained elsewhere in In performing its functions and duties under this Agreement or in any other Loan DocumentAgreement, each Appointed Agent shall act solely as agent of Lenders and does not have any duties or responsibilities, except those expressly set forth herein, nor assume and shall any Appointed Agent have or not be deemed to have assumed any fiduciary obligation toward or relationship of agency or trust with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for the Borrowers or any other Loan Document Credit Party. Agent may perform any of its duties hereunder, or otherwise exist against any Appointed Agentunder the Financing Documents, by or through its agents or employees. Without limiting the generality of the foregoing sentenceforegoing, the use each Lender (x) acknowledges that it has received a copy of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Second Lien Intercreditor Agreement, each Appointed Agent shall have and may use its sole discretion with respect (y) consents to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination Agent's execution of the applicability Second Lien Intercreditor Agreement on behalf of ineligibility criteria with respect such Lender and (z) agrees to be bound by the calculation terms and provisions of the Borrowing BaseSecond Lien Intercreditor Agreement, (b) the making of Agent Advances pursuant including, without limitation, its agreement to Section 2.4(g) and (c) the sell its Loans upon exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenderspurchase options contained therein.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Administrative Agent to be such Lender’s agent under and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under with respect to this Agreement and the other Loan Financing Documents and the transactions contemplated hereby and thereby to the extent provided for herein and therein and in any separate interlender or agency agreement entered into by Lenders and Administrative in connection herewith and therewith and more specifically (without limiting the generality of the foregoing) to enter into each of the Financing Documents to which such Lender hereby irrevocably authorizes each Appointed Agent, in is a party (other than this Agreement) on its respective capacity, behalf and to take such action actions as Administrative Agent on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Financing Documents as are expressly delegated to it Administrative Agent by the terms thereof, and/or by the terms of this Agreement any interlender or any other Loan Documentagency agreement entered into among Administrative Agent and Lenders, together with all such powers as are reasonably incidental thereto. Each Appointed Subject to the terms of Section 11.5 below and the other Financing Documents and/or any such interlender or agency agreement, Administrative Agent agrees is authorized and empowered to act as such amend, modify, or waive any provisions of this Agreement or the other Financing Documents on the express conditions contained in this Article XIIIbehalf of Lenders. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 10 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, Lenders and the neither any Borrower nor any other Credit Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained hereinhereof. Notwithstanding any provision to the contrary contained elsewhere in In performing its functions and duties under this Agreement or in any other Loan DocumentAgreement, each Appointed Administrative Agent shall act solely as agent of Lenders and does not have any duties or responsibilities, except those expressly set forth herein, nor assume and shall any Appointed Agent have or not be deemed to have assumed any fiduciary obligation toward or relationship of agency or trust with or for any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Borrower or any other Loan Document Credit Party. Administrative Agent may perform any of its duties hereunder, or otherwise exist against under the Financing Documents and/or any Appointed Agent. Without limiting the generality of the foregoing sentencesuch interlender or agency agreement, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary by or other implied (through its agents or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersemployees.

Appointment and Authorization. Each Lender hereby designates and appoints Bank of America National Trust and Savings Association, and its successors in the Agent and the Collateral Agent (collectivelycapacity as agent, the “Appointed Agents”) as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower no Loan Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.. 115

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Administrative Agent to take such action as contractual representative on such Lxxxxx’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and Agreement, the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Intercreditor Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) Loan Documents and 13.10(b)) are solely the Intercreditor Agreement for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed action taken by Administrative Agent have or be deemed to have any fiduciary relationship the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by Administrative Agent or 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 Lenders. Nothing herein shall be construed to deem Administrative Agent a trustee or fiduciary for any Lender or to impose on Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent”, “Administrative Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to Administrative Agent pursuant to the terms and provisions of Section 4.12 that Borrower is not otherwise required to deliver directly to each Lender. Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to Administrative Agent by any Borrower Party or any Affiliate thereof, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly otherwise provided for by the Loan Documents (including, without limitation, enforcement of the Loan Documents or collection of the Debt), 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 Requisite Lenders or all of the Lenders if explicitly required under any other provision of this Agreement, each Appointed and such instructions shall be binding upon all Lenders and all holders of any of the Debt, provided that, notwithstanding anything in this Agreement to the contrary, Administrative Agent shall not be required to take any action that in its opinion or the opinion of its counsel exposes Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable Legal Requirements, including for the avoidance of doubt any action that may be in violation of the automatic stay under the Bankruptcy Code or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of the Bankruptcy Code. Not in limitation of the foregoing, Administrative Agent may exercise or may refrain from exercising any right or remedy it or the Lenders may have under any Loan Document during the continuance of an Event of Default unless the Requisite Lenders have directed Administrative Agent otherwise and unless and until Administrative Agent shall have and received directions from the Requisite Lenders, Administrative Agent may use its sole discretion take such action, or refrain from taking such action, with respect to exercising any existing Event of Default as Administrative Agent shall determine in its sole discretion; provided that in the event Administrative Agent shall not have received direction from the Requisite Lenders with respect to commencing, or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documentscommencing, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2this Agreement prior to the date that is sixty (60) days following the date on which Administrative Agent has provided notice to the Lenders of such Event of Default, Administrative Agent shall commence the exercise of remedies in accordance with the terms of this Agreement. Furthermore, and without limiting the foregoing, no Lender shall have any right of action so taken whatsoever against Administrative Agent as a result of Administrative Agent acting or not taken shall be deemed consented refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders pursuant to by the terms hereof, or where applicable, the Requisite Lenders or all the Lenders.. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Lender. Borrower may direct all notices, financial reporting, and requests for consents or approvals and any other relayed documentation or information to Administrative Agent and may conclusively rely upon the actions of Administrative Agent to bind the Lenders, notwithstanding that any particular action in question may, pursuant to this Agreement or any Lender Document, be subject to the consent or approval of some or all of the Lender in accordance with Section 18.11. This Article 18 replaces any prior co-origination or co-lender agreement among or between any of the Lenders with respect to the Loan and any such document is hereby terminated. 195

Appointment and Authorization. Each Lender hereby designates and appoints To comply with the Agent provisions set forth in the Step-In Agreement A, the Step-In Agreement B, the Santander/Bancomext PDP Trust 2 and the Collateral Agent (collectivelySantander/Bancomext PDP Trust 4, and to the “Appointed Agents”) as its agents under this Agreement effect of having a single representation before the parties thereto and the other Loan Documents and herein, each Lender hereby irrevocably appoints, designates and authorizes each Appointed Agent, in its respective capacity, Santander as the agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document measures and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan DocumentCredit Line document, together with such powers as are reasonably incidental thereto. Each Appointed Furthermore, each Lender hereby authorizes and appoints the Agent agrees to act as such on an agent (comisionista) under the express conditions contained in this Article XIII. The terms of Articles 273 and other provisions of the Mexican Commerce Code (Código de Comercio) to execute, deliver and perform any Credit Line related with this Article XIII (other than Sections 13.9Agreement, 13.10(a) and 13.10(b)) are solely for the benefit of Santander/Bancomext PDP Trust 2, the Appointed Agents Santander/Bancomext PDP Trust 4, the Step-In Agreement A and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Step-In Agreement B. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentCredit Line document, each Appointed the Agent shall include reference to its Affiliates and to its own, and its Affiliates’ officers, directors, employees and agents) shall not have any duties or responsibilities, except those expressly set forth hereinin the Credit Line documents, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document Credit Line document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “representative” or “agent” herein and in this Agreement the other Credit Line documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly The parties acknowledge that the Joint Obligors and the Borrowers may send any notice addressed to the Lenders through the Agent, who should forward a copy of such notice to the Lenders within 3 (three) days following its reception, without responsibility from the Joint Obligors and the Borrowers. Consistent with the above, unless provided otherwise provided in this Agreementherein, each Appointed any notice made or received by the Agent shall have and may use its sole discretion with respect to exercising the same effects as if it were made or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to received by the Lenders. In case of notices sent by the Agent to Bancomext for which Bancomext is required to reply, if the Agent weren’t to receive such reply within 45 (forty five) Business Days following its delivery, it shall be understood that Bancomext gives its consent to the Agent to act according to the provisions of such notice. The parties hereby agree that the payments owed to the Lender shall be made directly to each Lender without the Agent acting as collector, receptor or concentrator of the funds owed to the Lenders. Also, each Lender must make their corresponding Disbursements directly to the Borrower, being as the Agent must not act as concentrator of such amounts for the Disbursement to the A Borrower and/or the B Borrower, except for the events established in accordance with the provisions of the Santander/Bancomext PDP Trust 4.

Appointment and Authorization. Each Lender and each Issuing Lender hereby irrevocably (subject to Section 14.10) appoints and designates Bank of America to act on its behalf as the Administrative Agent hereunder and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it each of them by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Administrative Agent, regardless of whether an Unmatured Event of Default or Event of Default has occurred and is continuing. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except The Administrative Agent (a) shall not shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law and (b) shall not, except as expressly otherwise provided set forth herein and in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) have any duty to disclose, and shall not be liable for the determination failure to disclose, any information relating to any Loan Party or any Guarantor or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the applicability Lenders and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of ineligibility criteria with respect to such Lender and the calculation Issuing Lenders for purposes of acquiring, holding and enforcing any and all Liens on collateral granted by any of the Borrowing BaseCompany and the Guarantors to secure any of the Obligations, (b) together with such powers and discretion as are incidental thereto. In this connection, the making of Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent Advances pursuant to Section 2.4(g14.3 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 14 (including Section 14.8, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) and (c) Section 15 as if set forth in full herein with respect thereto. The provisions of this Section 14 are solely for the exercise benefit of remedies pursuant to Section 10.2the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Company nor any action so taken or not taken other Loan Party nor any Guarantor shall be deemed consented to by the Lendershave rights as a third party beneficiary of any of such provisions.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectivelyHarbinger Capital Partners Master Fund I, the “Appointed Agents”) Ltd. as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Lender authorizes the Agent to enter into each of the Loan Documents described herein to which the Agent is to be a party on or after the Closing Date, and each Lender acknowledges that prior to the Closing Date, Agent entered into certain Loan Documents as described herein or otherwise made available to Lenders (including the Additional Debt Intercreditor Agreement), and, to the extent that any Lender is not otherwise a party to any such Loan Documents, acknowledges and agrees that Agent may bind each Lender to the terms thereof and to take or refrain from taking all actions authorized or permitted thereunder. The Agent agrees to act as such on the express conditions contained in this Article XIIIARTICLE 12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) ARTICLE 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Loan Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein, nor shall anything contained in this ARTICLE 12 limit any rights the Loan Parties have or may have as against Agent, any Lender or any other Agent-Related Person. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2SECTION 9.2, and and, with respect to any such action so taken or not taken taken, if exercised in good faith, Agent shall be deemed consented have no liability to by the LendersLenders for any errors in judgment.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Lender authorizes the Agent to enter into each of the Loan Documents described herein to which the Agent is to be a party on or after the Closing Date (including the Additional Debt Intercreditor Agreement and any and all amendments or restatements contemplated thereby), and each Lender acknowledges that prior to the Closing Date Agent entered into certain Loan Documents as described herein or otherwise made available to Lenders, and, to the extent that any Lender is not otherwise a party to any such Loan Documents, acknowledges and agrees that Agent may bind each Lender to the terms thereof and to take or refrain from taking all actions authorized or permitted under all such Loan Documents (including the Additional Debt Intercreditor Agreement and any and all amendments or restatements contemplated thereby). The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Loan Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein, nor shall anything contained in this Article 12 limit any rights the Loan Parties have or may have as against Agent, Bank, any Lender, any Letter of Credit Issuer or any other Agent-Related Person. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and and, with respect to any such action so taken or not taken taken, if exercised in good faith, Agent shall be deemed consented have no liability to by the LendersLenders for any errors in judgment.

Appointment and Authorization. Each Lender hereby ----------------------------- designates and appoints the Agent and Bank (acting in its capacity as the Collateral Agent (collectively, the “Appointed Agents”Agent) as its agents agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are ---------- ---------- solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained hereinherein other than as expressly provided in Section 12.10 and Section 12.11. Notwithstanding any ------------- ------------- provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(j), and (c) the -------------- exercise of remedies pursuant to Section 10.29.2, and any action so taken or not ----------- taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each member of the Lender Group hereby designates irrevocably appoints and appoints the Agent authorizes, and the Collateral Agent (collectively, the “Appointed Agents”) as hereby agrees that it will require any transferee of any of its agents under interest in this Agreement and the other Loan Documents and each Lender hereby its Revolving Loans or Revolving Loan Commitments or, if applicable, its Letter of Credit Commitment irrevocably authorizes each Appointed Agentto appoint and authorize, in its respective capacity, the Administrative Agent to take such action actions as its agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the Security Documents as are expressly delegated to it by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality foregoing, each member of the foregoing sentenceLender Group hereby authorizes the Administrative Agent to execute and deliver each Loan Document to which the Administrative Agent is, or is required to be, a party. Neither the use Administrative Agent nor any of the term “agent” its directors, officers, employees, or agents shall be liable for any action taken or omitted to be taken by it hereunder or in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary connection herewith, except for its own gross negligence or other implied (or express) obligations arising under agency doctrine willful 105 misconduct as determined by a final non-appealable order of any applicable law. Instead, such term is used merely as a matter court of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiescompetent jurisdiction. Except as expressly otherwise provided in this Agreement, each Appointed the Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Administrative Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Current Asset Borrowing Base and the Fixed Asset Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(h), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the LendersLender Group.

Appointment and Authorization. Each Lender Bank hereby designates irrevocably appoints and appoints authorizes National City Bank as the Administrative Agent, Fortis as the Structuring Agent and Fortis as the Collateral Security Agent (collectively, the “Appointed Agents”) as its agents to take such action on each Bank’s behalf and to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Agents by the terms of this Agreement hereof or any other Loan Documentthereof, together with such other powers as are reasonably incidental thereto. Each Appointed Agent agrees to act No other agents or co-agents of the Banks under this Agreement may be appointed without the prior written consent of the Borrower and each Person then serving as such on the express conditions contained in this Article XIIIan Agent. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) relationship between each Agent and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenderseach Bank has no fiduciary aspects, and each Agent’s duties hereunder are acknowledged to be only ministerial and not involving the Borrower shall have no rights as third party beneficiaries exercise of any of the provisions contained hereindiscretion on its part. Notwithstanding any provision to the contrary contained elsewhere Nothing in this Agreement or in any other Loan Document, each Appointed Document shall be construed to impose on any Agent shall not have any duties or responsibilitiesresponsibilities other than those for which express provision is made herein or therein. In performing their duties and functions under this Article 10, except those expressly set forth herein, nor the Agents do not assume and shall any Appointed Agent have or not be deemed to have any fiduciary relationship with any Lenderassumed, and no implied covenantshereby expressly disclaim, functions, responsibilities, duties, obligations any obligation with or liabilities shall be read into for the Borrower. As to matters not expressly provided for in this Agreement or any other Loan Document, the Agents shall not be required to exercise any discretion or to take any action or communicate any notice, but shall be fully protected in so acting or refraining from acting upon the instructions of the Majority Banks and their respective successors and assigns; provided, however, that in no event shall any Agent be required to take any action which exposes it to personal liability or which is contrary to this Agreement, any Loan Document or otherwise exist applicable law, and each Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any Appointed Agentand all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference If an indemnity furnished to any Appointed Agent is not intended to connote for any fiduciary purpose shall, in its reasonable opinion, be insufficient or other implied (or express) obligations arising under agency doctrine of any applicable law. Insteadbecome impaired, such term is used merely as a matter of market custom, Agent may call for additional indemnity from the Banks and is intended not commence or cease to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions do the acts for which such Appointed Agent indemnity is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersrequested until such additional indemnity is furnished.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and - 103 - thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed The Administrative Agent shall have deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and may use its sole other documents delivered to the Administrative Agent pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion with respect or take any action, but shall be required to exercising act or to refrain from acting (and shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably designates and appoints (i) Bank of America, N.A. as the Administrative Agent and Collateral Agent for such Lender, (ii) Bank of Montreal, PNC Bank, National Association and KeyBank National Association as Co-Documentation Agents for such Lender, (iii) BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association, as Joint Lead Arrangers for such Lender and (iv) BofA Securities, Inc., JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association as Co-Syndication AgentAgents for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Credit Document, each Appointed no Agent shall not have any duties or responsibilities, except those expressly set forth herein. None of the Agents (other than the Administrative Agent and the Collateral Agent) shall have any rights, nor powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Credit Documents with reference to any Appointed Agent the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Loan. Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (cb) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectivelyBank of America, the “Appointed Agents”) N.A. as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Baseincluding, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) without limitation, the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each member of the Lender Group hereby designates and irrevocably appoints Truist Bank as the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, it to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Administrative Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the determination other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication of the applicability credit facilities provided for herein as well as activities as the Administrative Agent. Each Issuing Bank shall act on behalf of ineligibility criteria the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided that such Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Banks.