Common use of Appointment Clause in Contracts

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY NCB as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY GE Capital as Administrative its Agent hereunder under this Agreement and under the other Transaction Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent to execute and deliver the Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. Each Lender Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in each Lender Group hereby irrevocably designates certain instances as provided in this Section 8.2 and appoints Section 9.2. The provisions of this Section 8.2 are solely for the benefit of Agent for such Lender Group and Lenders and neither Borrower nor any other Credit Party shall have any rights as a third party beneficiary of any of the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and each such Lender irrevocably authorizes such Agentdoes not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower or any other Credit Party. Agent may perform any of its duties hereunder, as the agent for such Lender, to take such action on its behalf or under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report by or other documents received by it in through its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties agents or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentemployees.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY JPMorgan Chase Bank, N.A. as Administrative Agent hereunder of such Lender to act as specified herein and under in the other Transaction Credit Documents, and each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Borrowers or their Subsidiaries shall have any Note Agentrights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrowers or their Subsidiaries.

Appointment. (a) Each Lender and each Agent hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Lender under this Agreement and under the other Transaction Documents, Credit Documents and irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(b) with respect to the Joint Lead Arrangers, the Joint Bookrunners, the Co-Syndication Agents and the Co-Documentation Agents and Section 12.9 with respect to the Borrower) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall promptly deliver, but in any event no later than the following Business Day, a copy not have rights as third party beneficiary of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentsuch provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against any Note the Administrative Agent. (b) Each of the Co-Syndication Agents, the Co-Documentation Agents, the Joint Lead Arrangers and the Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender and each Agent Purchaser hereby irrevocably designates and appoints DBNY PNC, as Administrative Agent hereunder and under the other Transaction Documentshereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against any Note the Administrative Agent. (b) The provisions of this Article XI are solely for the benefit of the Administrative Agent and the Purchasers, and neither of the Seller Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which the Administrative Agent or any Purchaser may have to either of the Seller Parties under the other provisions of this Agreement. (c) In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Seller Parties or any of their respective successors and assigns.

Appointment. Each Lender and each Agent Issuing Lender hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Lender under this Agreement and under the other Transaction Loan Documents, and each Lender and each Issuing Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to enter into the other Loan Documents (including, for the avoidance of doubt, the Intercreditor Agreement) on terms reasonably acceptable to the Administrative Agent (it being understood that in each Lender Group hereby irrevocably designates the case of any Lien contemplated to be pari passu basis with the Liens securing the Obligations, the Intercreditor Agreement is deemed to be customary and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, acceptable) and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to perform its respective obligations thereunder and to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers the powers, rights and perform such duties remedies granted to it thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental respect thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative no Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Note the Administrative Agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby (a) irrevocably designates and appoints DBNY Bank of America as the Administrative Agent hereunder for such Lender and under the other Transaction Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, the Notes and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Notes and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly delivershall, but in any event no later than among other things, take such actions as the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent is authorized to each Agenttake pursuant to this Agreement, the Notes and the other Loan Documents. Notwithstanding As to any provision to the contrary elsewhere matters not expressly provided for in this Agreement, neither the Administrative Agent nor may, but shall not be required to, exercise any Agent (discretion or take any action; however, the Administrative Agent shall be required to act or to refrain from acting upon the written instructions of Requisite Lenders if the Administrative Agent shall be indemnified to its satisfaction by the Lenders against any and each all liability and expense that may be incurred by it by reason of so acting or refraining from acting. Notwithstanding anything to the contrary herein, the Administrative Agent being referred to in this Article as a “Note Agent”) shall have no duties, responsibilities or fiduciary relationships with any duties or responsibilities, Lender except those expressly set forth hereinin this Agreement, or any fiduciary relationship with any Lenderthe Notes and the other Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or the other Loan Documents or otherwise exist against any Note the Administrative Agent.

Appointment. Each Lender and each Agent Credit Party hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder and as its agent under the other Transaction Documents, Loan Documents and hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreementany Loan Document, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except responsibilities other than those expressly set forth hereintherein, or any fiduciary relationship with with, or fiduciary duty to, any Lenderother Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement the Loan Documents or otherwise exist against the Administrative Agent. The Administrative Agent shall not have any Note Agentduty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Credit Parties as shall be necessary under the circumstances as provided in Section 11.1), and (iii) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any of its Subsidiaries or any other Loan Party that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank National Association to act as Administrative Agent hereunder specified herein and under in the other Transaction Loan Documents, and each such Lender hereby irrevocably authorizes KeyBank National Association as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any Note Agentrights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Credit Parties or any of their respective Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Fleet National Bank as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the (in such capacity as Administrative Agent hereunder, the "Administrative Agent") of such Lender to take such action on its behalf under the provisions of this Agreement act as specified herein and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably hereby authorizes such Agent, the Administrative Agent as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any Note Agentobligation or relationship of agency or trust with or for the Borrower or any of its Affiliates.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent The Lenders hereby irrevocably designates and appoints DBNY appoint Deutsche Bank AG New York Branch as Administrative Agent hereunder (for purposes of this Agreement, the term “Administrative Agent” shall include Deutsche Bank AG New York Branch (or any successor Administrative Agent) in its capacity as Collateral Agent pursuant to the Security Documents) and as Collateral Agent for the Secured Creditors under all applicable Security Documents and the Subsidiary Guaranty (Administrative Agent is sometimes referred to in this Article XI as “Agent”) to act as herein specified herein and in the other Transaction Loan Documents, . Each Lender hereby irrevocably authorizes and authorizes each holder of any Note by the Administrative Agent acceptance of such Note shall be deemed to irrevocably authorize Agents to take such action on its behalf under the provisions of this Agreement and hereof, the other Transaction Loan Documents (including, without limitation, to give notices and take such actions on behalf of the Required Lenders as are consented to in writing by the Required Lenders) and any other instruments, documents and agreements referred to herein or therein and to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to the Administrative Agent or Collateral Agent by the terms of this Agreement hereof and the other Transaction Documents, together with thereof and such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group Except as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth hereinin the Loan Documents, Agent shall have no duty to disclose, and shall not be liable for the failure to disclose, any information relating to Company or any fiduciary relationship with of its Subsidiaries that is communicated to or obtained by the financial institution serving in such capacity or any Lenderof its Affiliates in any capacity. Agent may perform any of their respective duties hereunder and under the other Loan Documents, and no implied covenantsby or through their officers, functionsdirectors, responsibilitiesagents, duties, obligations employees or liabilities shall be read into this Agreement or otherwise exist against any Note Agentaffiliates.

Appointment. Each Lender Secured Party hereby appoints and each Agent hereby irrevocably designates and appoints DBNY as authorizes the Administrative Agent as its agent hereunder and under hereby further authorizes the other Transaction Documents, Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each Secured Party. Each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement hereof and the other Transaction Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Lender With respect to other actions which are incidental to the actions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in each Lender Group hereby irrevocably designates and appoints acting or refraining from acting) upon the direction of the Required Lenders; provided that the Administrative Agent for such Lender Group as shall not be required to take any action hereunder if the agent taking of such Lender under this Agreementaction, and each such Lender irrevocably authorizes such in the reasonable determination of the Administrative Agent, as the agent for such Lender, shall be in violation of any Applicable Law or contrary to take such action on its behalf under the provisions any provision of this Agreement and or shall expose the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentliability hereunder or otherwise. Notwithstanding any provision to In the contrary elsewhere in this Agreement, neither event the Administrative Agent nor any Agent (requests the consent of a Lender pursuant to the foregoing provisions and the Administrative Agent and each Agent being referred to in this Article as does not receive a “Note Agent”consent (either positive or negative) shall have any duties or responsibilitiesfrom such Person within ten Business Days of such Person’s receipt of such request, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities then such Lender shall be read into this Agreement or otherwise exist against any Note Agentdeemed to have declined to consent to the relevant action.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Company and its Subsidiaries shall not have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Company or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Freeport as Administrative its Agent hereunder under this Agreement and under the other Transaction Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent to execute and deliver the Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. Each Lender Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in each Lender Group hereby irrevocably designates certain instances as provided in this Section 9.2 and appoints Section 10.2. The provisions of this Section 9.2 are solely for the benefit of Agent for such Lender Group and Lenders and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and each such Lender irrevocably authorizes such Agentdoes not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower or any other Loan Party. Agent may perform any of its duties hereunder, as the agent for such Lender, to take such action on its behalf or under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report by or other documents received by it in through its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties agents or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentemployees.

Appointment. (a) Each Lender and each Agent hereby irrevocably designates and appoints DBNY JPMCB as the Administrative Agent under this Agreement and irrevocably authorizes JPMCB as Administrative Agent hereunder and under the other Transaction Documents, Collateral Agent for such Lender and authorizes the Administrative Agent such Secured Party to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent or the Collateral Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. . (b) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither none of the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Agents shall have any duties or responsibilities, except those expressly set forth herein, or any and no fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Credit Documents against any Agent. The Company and each other Credit Party acknowledges and agrees that the Agents, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Credit Parties and their respective Affiliates, and neither any Agent nor any Lender has any obligation to disclose any of such interests to the Company or any other Credit Party or any of their respective Affiliates. (c) Each Lead Arranger, in its capacity as such, shall have no right, power, obligation, liability, responsibility or duty under this Agreement or otherwise exist against other than those applicable to all Lenders as such. Without limiting the foregoing, no Lead Arranger shall have nor be deemed to have a fiduciary relationship with any Note AgentLender. Each Lender hereby makes the same acknowledgments with respect to the Lead Arrangers in their capacity as such as it makes with respect to the Agents in the preceding paragraph (b).

Appointment. (a) Each Lender and each Agent hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Lender under this Agreement and under the other Transaction Documents, Credit Documents and irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article XIII (other than Section 13.1(b) with respect to the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agent and the Documentation Agents and Section 13.10 with respect to the Borrower) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall promptly deliver, but in any event no later than the following Business Day, a copy not have rights as third party beneficiary of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentsuch provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against any Note the Administrative Agent. (b) Each of the Syndication Agent, the Documentation Agents, the Joint Lead Arrangers and the Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Article XIII.

Appointment. Each Lender and each Agent hereby irrevocably designates designates, appoints and appoints DBNY authorizes PNC Bank to act as Administrative Agent hereunder for such Lender under this Agreement and under to execute and deliver or accept on behalf of each of the Lenders the other Transaction Loan Documents. Each Lender hereby irrevocably authorizes, and authorizes each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group PNC Bank agrees to act as the agent Administrative Agent on behalf of such Lender under the Lenders to the extent provided in this Agreement, and each such Lender irrevocably authorizes such Agent, as . None of the agent for such Lender, to take such action Lenders designated on its behalf under the provisions facing page or signature pages of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Documentation Agent”) ” or as a “Syndication Agent” shall have any duties or responsibilitiesright, except those expressly set forth hereinpower, obligation, liability, responsibility, or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified as the “Documentation Agent” or as a “Syndication Agent” shall have or be deemed to have any fiduciary relationship with any Lender, . Each Lender acknowledges that it has not relied and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read will not rely on any of the Lenders so identified in deciding to enter into this Agreement or otherwise exist against any Note Agentin taking or not taking action hereunder.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY SunTrust Bank as Administrative Agent hereunder of such Lender (such term to include for purposes of this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ acting as Administrative Agent) to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes SunTrust Bank as the Administrative Agent for such Lender, to (i) enter into the Security Documents on behalf of the Lenders and (ii) take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Lenders, and, except as provided in Section 11.9, no Credit Party shall have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party.

Appointment. (a) Each Lender and each Agent hereby irrevocably designates and appoints DBNY JPMorgan Chase as the Administrative Agent hereunder and under Agent, the other Transaction DocumentsArrangers as the Arrangers, and the Co-Agents as the Co-Agents of such Lender under this Agreement, and each Lender hereby irrevocably authorizes the Administrative Agent Agent, the Arrangers, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent Agent, the Arrangers and the Co-Agents each agree to act as such on the express conditions contained in this Article XII. (b) The provisions of this Article XII are solely for the benefit of the Administrative Agent, the Arrangers, the Co-Agents and the other Lenders, and neither the Borrower, any Qualified Borrower, the General Partner nor any Subsidiary of the Borrower shall promptly deliver, but have any rights to rely on or enforce any of the provisions hereof (other than as expressly set forth in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each AgentSection 12.7). Notwithstanding any provision to the contrary elsewhere in In performing their respective functions and duties under this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent Agent, each Arranger, and each Co-Agent being referred shall act solely as agents of the Lenders and do not assume and shall not be deemed to in this Article as a “Note Agent”) shall have assumed any duties obligation or responsibilitiesrelationship of agency, except those expressly set forth hereintrustee or fiduciary with or for any General Partner, the Borrower, any Qualified Borrower, or any fiduciary relationship with Subsidiary of the Borrower. The Administrative Agent, each Arranger and each Co-Agent may perform any Lenderof their respective duties hereunder, and no implied covenantsor under the Loan Documents, functions, responsibilities, duties, obligations by or liabilities shall be read into this Agreement through their respective agents or otherwise exist against any Note Agentemployees.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Wachovia as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the administrative agent of such Lender under this Agreementto act as specified herein and in the other Credit Documents, and each such Lender irrevocably hereby authorizes such Agent, the Administrative Agent as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than Each Lender further directs and authorizes the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentexecute releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have any Note Agentrights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its affiliates.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Lender under this Agreement and under the other Transaction Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Collateral Agent for such Lender Group as the agent of such Lender under this AgreementAgreement and the other Loan Documents, and each such Lender irrevocably authorizes such the Collateral Agent, as the agent for in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such the Collateral Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (none of the Administrative Agent and each the Collateral Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Note such Agent.

Appointment. (a) Each Lender and each Agent the Issuing Bank hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder (and under the other Transaction Documentsby entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorizes authorize) each of the Administrative Agent and the Collateral Agents as an agent of such Lender under this Agreement and the other Loan Documents. Each Lender irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent provisions of this Article X are solely for the benefit of the Agents, the Lenders, the Issuing Bank and the Bank Product Providers, and no Loan Party shall promptly deliverhave rights as a third party beneficiary of any such provisions. (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), but for the benefit of the Secured Parties, in assets which, in accordance with the UCC or any event no later other applicable Legal Requirement, a security interest can be perfected by possession or control. Should any Lender (other than the following Business Day, a copy Administrative Agent) obtain possession or control of any noticesuch Collateral, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither such Lender shall notify the Administrative Agent nor any Agent (thereof, and, promptly following the Administrative Agent’s request therefor, shall deliver such Collateral to the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note deal with such Collateral in accordance with the Administrative Agent’s instructions.

Appointment. Each Lender and each Agent hereby irrevocably designates appoints and appoints DBNY as authorizes the Administrative Agent as its agent hereunder and under hereby further authorizes the other Transaction Documents, Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each Lender. Each Lender further authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement hereof and the other Transaction Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Transaction Document, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinin this Agreement, nor shall 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 Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any Note Agentfiduciary 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. The Administrative Agent hereby represents and warrants that it is a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii).

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY NCB as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis section 12. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 12 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY NationsBank, N.A. as administrative agent (in such capacity, the "Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent Agent") of such Lender to take such action on its behalf under the provisions of this Agreement act as specified herein and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably hereby authorizes such Agent, the Administrative Agent as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than Each Lender further directs and authorizes the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentexecute releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically without limitation the provisions of Section 8.4 hereof. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any Note Agentrights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Truist Bank as Administrative Agent hereunder and under Collateral Agent and to act as specified herein and in the other Transaction Loan Documents, and each such Lender hereby irrevocably authorizes Truist Bank as the Administrative Agent and Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any Note Agentrights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the applicable Administrative Agent for such Lender Group as the agent of such Lender under this Agreement, Agreement and each such Lender the other Credit Documents and irrevocably authorizes such Administrative Agent, as the agent for in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Administrative Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower and the other Credit Parties) are solely for the benefit of the Agents and the Lenders, none of the Borrower or any other Credit Party shall promptly deliver, but in any event no later than the following Business Day, a copy have rights as third party beneficiary of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentsuch provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the no Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any Note Agentrelationship of agency or trust with or for the Borrower or any of its respective Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. this Article X. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article X are solely for the benefit of the Administrative Agent, and the Lenders, and neither the Borrower nor any Note Agentof its 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, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group Agents as the agent agents of such Lender under this AgreementAgreement and the other Loan Documents, and each such Lender irrevocably authorizes such each Agent, as the agent for in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than Each Lender hereby authorizes the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agententer into the other Loan Documents (including, for the avoidance of doubt, the Intercreditor Agreement) on terms reasonably acceptable to the Administrative Agent (it being understood that in the case of any Lien contemplated to be pari passu basis with the Liens securing the Obligations, the Intercreditor Agreement is deemed to be customary and acceptable) and to perform its respective obligations thereunder and to take such action and to exercise the powers, rights and remedies granted to it thereunder and with respect thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative no Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Note Agent.

Appointment. Each Subject to the provisions of the second sentence of Section 10.9 below, each Lender and each Agent Party hereby irrevocably designates and appoints DBNY Mellon to act as Administrative Agent hereunder for such Lender Party under this Agreement and under the other Transaction Loan Documents, and . Each Lender Party hereby irrevocably authorizes the Administrative Agent to take such action on its behalf of such Lender Party under the provisions of this Agreement and the other Transaction Documents Loan Documents, and to exercise such powers and to perform such duties duties, as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof or thereof, together with such other powers as are reasonably incidental thereto. Each Mellon hereby agrees to act as Administrative Agent on behalf of the Lender Parties on the terms and conditions set forth in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents, subject to its right to resign as provided in Section 10.9 hereof. Each Lender Party hereby irrevocably authorizes the Administrative Agent to execute and deliver each of the Loan Documents and to exercise accept delivery of such powers and perform such duties thereunder of the other Loan Documents as are expressly delegated to such Agent may not require execution by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision Each Lender Party agrees that the rights and remedies granted to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (under the Loan Documents shall be exercised exclusively by the Administrative Agent (or a Person designated by the Administrative Agent), and each Agent being referred to in this Article as a “Note Agent”) that no Lender shall have any duties right individually to exercise any such right or responsibilitiesremedy, except those to the extent, if any, expressly set forth herein, provided herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agenttherein.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY GE Capital as Administrative its Agent hereunder under this Agreement and under the other Transaction Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent to execute and deliver the Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. Each Lender Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders' consent be obtained in each Lender Group hereby irrevocably designates certain instances as provided in this Section 8.2 and appoints Section 9.2. The provisions of this Section 8.2 are solely for the benefit of Agent for such Lender Group and Lenders and neither Borrowers nor any other Credit Party shall have any rights as a third party beneficiary of any of the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and each such Lender irrevocably authorizes such Agentdoes not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrowers or any other Credit Party. Agent may perform any of its duties hereunder, as the agent for such Lender, to take such action on its behalf or under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report by or other documents received by it in through its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties agents or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentemployees.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY SunTrust to act as Administrative Agent hereunder specified herein and under in the other Transaction Loan Documents, and each such Lender hereby irrevocably authorizes SunTrust as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any Note Agentrights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder Hell▇▇ ▇▇ its agent under this Agreement and under the other Transaction Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. Each Lender Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders' consent be obtained in each Lender Group hereby irrevocably designates certain instances as provided in this Agreement (including, without limitation, subsection 10.3). Agent agrees to act as such on the express conditions contained in this subsection 9.2. The provisions of this subsection 9.2 are solely for the benefit of Agent and appoints Lenders and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the Agent for such Lender Group as the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as an administrative representative of Lenders and each such Lender irrevocably authorizes such Agentdoes not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Lenders, as the agent for such Lender, to take such action on Borrower or any other Loan Party. Agent may perform any of its behalf duties hereunder or under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report by or other documents received by it in through its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties agents or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentemployees.

Appointment. (a) Each Lender and each Agent Purchaser hereby irrevocably designates and appoints DBNY Wachovia Bank, National Association, as Administrative Agent hereunder and under the other Transaction Documentshereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against any Note the Administrative Agent. (b) The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Purchasers, and neither of Seller Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article IX, except that this Article IX shall not affect any obligations which the Administrative Agent or any Purchaser may have to either of Seller Parties under the other provisions of this Agreement. (c) In performing its functions and duties hereunder, the Administrative Agent shall act solely as the Administrative Agent of the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of Seller Parties or any of their respective successors and assigns.

Appointment. Each Lender and of the Lenders (including in any Lender’s other capacity hereunder) (each Agent of the foregoing referred to as the “Lenders” for purposes of this Article VII) hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder and under the other Transaction Documents, as its agent and authorizes the Administrative Agent to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such other actions and powers as are reasonably incidental thereto. Each Lender in In furtherance of the foregoing, each Lender Group hereby irrevocably designates appoints and appoints authorizes the Collateral Agent for such Lender Group to act as the agent of such Lender under this Agreementfor purposes of acquiring, holding and each such Lender irrevocably authorizes such Agent, as enforcing any and all Liens on Collateral granted by any of the agent for such Lender, Loan Parties to take such action on its behalf under secure any of the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction DocumentsSecured Obligations, together with such other powers and discretion as are reasonably incidental thereto. The In this connection, the Collateral Agent (and any sub agents appointed by the Collateral Agent pursuant hereto for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article VIII as though the Collateral Agent (and any such sub-agents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. All rights and protections provided to the Administrative Agent here shall promptly deliver, but in any event no later than also apply to the following Business Day, a copy of any notice, certificate, report or other documents received by it Collateral Agent. The Person serving as the Administrative Agent and/or Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent Agent, and such bank and its Affiliates may accept deposits from, lend money to each Agent. Notwithstanding and generally engage in any provision to kind of business with the contrary elsewhere in this Agreement, neither Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agenthereunder.

Appointment. Each Lender and each Agent hereby (a) irrevocably designates and appoints DBNY Petra as the Administrative Agent hereunder for such Lender and under the other Transaction Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, the Notes and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Notes and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly delivershall, but in any event no later than among other things, take such actions as the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent is authorized to each Agenttake pursuant to this Agreement, the Notes and the other Loan Documents. Notwithstanding As to any provision to the contrary elsewhere matters not expressly provided for in this Agreement, neither the Administrative Agent nor may, but shall not be required to, exercise any Agent (discretion or take any action; however, the Administrative Agent shall be required to act or to refrain from acting upon the unanimous written instructions of the Lenders if the Administrative Agent shall be indemnified to its satisfaction by the Lenders against any and each all liability and expense that may be incurred by it by reason of so acting or refraining from acting. Notwithstanding anything to the contrary herein, the Administrative Agent being referred to in this Article as a “Note Agent”) shall have no duties, responsibilities or fiduciary relationships with any duties or responsibilities, Lender except those expressly set forth hereinin this Agreement, or any fiduciary relationship with any Lenderthe Notes and the other Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or the other Loan Documents or otherwise exist against any Note the Administrative Agent.

Appointment. (a) Each Lender and each Agent Purchaser hereby irrevocably designates and appoints DBNY ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent hereunder and under the other Transaction Documentshereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against any Note the Administrative Agent. (b) The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Purchasers, and the Seller Parties shall not have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article IX (other than as provided in Section 9.9), except that this Article IX shall not affect any obligations which the Administrative Agent or any Purchaser may have to any of the Seller Parties under the other provisions of this Agreement. (c) In performing its functions and duties hereunder, the Administrative Agent shall act solely as the Administrative Agent of the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Seller Parties or any of their respective successors and assigns.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY ABN AMRO Bank N.V. as Administrative Agent hereunder and under the other Transaction Documentshereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or otherwise exist against the Agent. The provisions of this Article X are solely for the benefit of the Agent and the Lenders and the Borrower shall not have any Note rights as a third-party beneficiary or otherwise under this Article X. In performing its functions and duties, the Agent shall act solely as the agent of the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its respective successors and assigns. The Agent shall not be required to expend its funds if repayment or adequate indemnity is not assured to it under terms and conditions acceptable to the Agent. The Agent shall hold that portion of the Secured Interest consisting of the Interest of a Lender for the benefit of such Lender.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY National City Bank to act as Administrative Agent hereunder specified herein and under in the other Transaction Loan Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender hereby irrevocably authorizes such Agent, National City Bank as the agent Global Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such to, the Global Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Global Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Global Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Global Agent. The provisions of this Article are solely for the benefit of the Global Agent and the Lenders, and no Credit Party shall have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Global Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrowers or any of their Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates appoints and appoints DBNY authorizes CoBank, as Administrative Agent, to act as Administrative Agent hereunder and under the any other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise Loan Document with such powers and perform such duties as are expressly specifically delegated to the Administrative Agent by the terms of this Agreement and the any other Transaction DocumentsLoan Document, together with such other powers as are reasonably incidental thereto. Each Lender Administrative Agent is authorized and empowered to amend, modify or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders, subject to the requirement that the consent of certain Lenders or all Lenders, as appropriate, be obtained in each Lender Group certain instances as provided in this Agreement. CoBank hereby irrevocably designates agrees to act as Administrative Agent on the express conditions contained in this Subsection 8.2. The provisions of this Subsection 8.2 are solely for the benefit of Administrative Agent and appoints Lenders, and Borrower shall have no rights as a third party beneficiary of any of the Agent for such Lender Group as the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity act solely as an Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the of Lenders and Administrative Agent nor shall not assume or be deemed to have assumed any Agent (the obligation toward or relationship of agency or trust with or for any Loan Party or their respective Affiliates. Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have may execute any of its duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into under this Agreement or otherwise exist against any Note Agentother Loan Document by or through agents or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact that it selects with reasonable care.

Appointment. (a) Each Lender and each Agent hereby irrevocably designates and appoints DBNY JPMorgan Chase as the Administrative Agent hereunder and under Agent, the other Transaction DocumentsArrangers as the Arrangers, and the Co-Agents as the Co-Agents of such Lender under this Agreement, and each Lender hereby irrevocably authorizes the Administrative Agent Agent, the Arrangers, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent, the Arrangers and the Co-Agents each agree to act as such on the express conditions contained in this Article XII. The Administrative Agent shall promptly deliver, but in any event no later than administer this Agreement and service the following Business Day, a copy Loans with the same degree of any notice, certificate, report or other documents received by it in its capacity care as the Administrative Agent would use in servicing a loan of similar size and type for its own account. (b) The provisions of this Article XII are solely for the benefit of the Administrative Agent, the Arrangers, the Co-Agents and the other Lenders, and neither the Borrower, the General Partner nor any Subsidiary of the Borrower shall have any rights to each Agentrely on or enforce any of the provisions hereof (other than as expressly set forth in Section 12.7). Notwithstanding any provision to the contrary elsewhere in In performing their respective functions and duties under this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent Agent, each Arranger, and each Co-Agent being referred shall act solely as agents of the Lenders and do not assume and shall not be deemed to in this Article as a “Note have assumed any obligation or relationship of agency, trustee or fiduciary with or for any General Partner, the Borrower or any Subsidiary of the Borrower. The Administrative Agent”) shall have , each Arranger and each Co-Agent may perform any of their respective duties or responsibilities, except those expressly set forth hereinhereunder, or any fiduciary relationship with any Lenderunder the Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations by or liabilities shall be read into this Agreement through their respective agents or otherwise exist against any Note Agentemployees.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY W▇▇▇▇ Fargo, as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take and hereby irrevocably designates and appoints W▇▇▇▇ Fargo, as the ABL Collateral Agent of such action on its behalf Lender under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such AgentW▇▇▇▇ Fargo, as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such or required of the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (Agents and the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the ABL Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents or the Other Representatives. Each of the Agents may perform any Note Agentof their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and ABL Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Lender under this Agreement and under the other Transaction DocumentsOperative Agreements, and each such Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to execute the Operative Agreements as agent for and on behalf of such Lender, to take such action on its behalf of such Lender under the provisions of this Agreement and the other Transaction Documents Operative Agreements and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction DocumentsOperative Agreements, together with such other powers as are reasonably incidental thereto. Each Lender in Without limiting the generality of the foregoing, each Lender Group of the Lenders hereby irrevocably designates specifically acknowledges the terms and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this the Participation Agreement and directs the other Transaction Documents and Administrative Agent to exercise such powers powers, make such decisions and otherwise perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in thereunder without being required to obtain any event no later than the following Business Day, a copy of specific consent with respect thereto from any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each AgentLender. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against any Note the Administrative Agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY JPMorgan Chase Bank as the Administrative Agent, CSFB as the Syndication Agent and Bank of America, N.A. and U.S. Bank N.A. as the Co-Documentation Agents under this Agreement and irrevocably authorizes JPMorgan Chase Bank as Administrative Agent hereunder and under the other Transaction Documentsfor such Lender, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent, the Syndication Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Co-Documentation Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement the Credit Documents or otherwise exist against the Administrative Agent, the Syndication Agent or the Co-Documentation Agents. Each Lender recognizes and agrees that the Syndication Agent shall have no duties or responsibilities under this Agreement or any Note Agentother Credit Document, or any fiduciary relationship with any Lender, and shall have no functions, responsibilities, duties, obligations or liabilities for acting as Syndication Agent hereunder.

Appointment. Each Lender and each Agent Bank hereby irrevocably designates and appoints DBNY CIBC as Administrative Agent hereunder and under the other Transaction Documents, and authorizes (such term to include the Administrative Agent acting as Collateral Agent or in any other representative capacity under any other Credit Document), Indosuez as Syndication Agent and BankBoston, N.A. as Documentation Agent, of such Bank to act as specified herein and in the other Credit Documents and each such Bank hereby irrevocably authorizes the Agents to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent Agents by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but Agents agree to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agents. The provisions of this Section 10 are solely for the benefit of the Agents and the Banks, and no Credit Party shall have any Note rights as a third party beneficiary of any of -174- the provisions hereof. In performing its functions and duties under this Agreement, the Agents shall act solely as agent of the Banks and do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party. The Borrowers, jointly and severally, hereby agree to pay the Administrative Agent an annual agency fee as previously agreed with the Administrative Agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank to act as Administrative Agent hereunder specified herein and under in the other Transaction Loan Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender hereby irrevocably authorizes such Agent, KeyBank as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such to, the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Except for Section 9.11, the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Fortis as Administrative Agent hereunder of such Lender under this Agreement and under the other Transaction Loan Documents and as Administrative Agent of the Secured Parties under and pursuant to the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for Arrangers in their capacity as such Lender Group as the agent of such Lender under this AgreementAgreement and the other Loan Documents, and each such Lender irrevocably authorizes the Arrangers, in such Agent, as the agent for such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent the Arrangers by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, neither none of the Administrative Agent, the Syndication Agent nor any Agent (or the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Arrangers shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Note the Administrative Agent, the Syndication Agent or the Arrangers.

Appointment. Each Lender and each Agent Bank hereby irrevocably designates designates, appoints and appoints DBNY authorizes PNC Bank to act as Administrative Agent hereunder for such Bank under this Agreement and under to execute and deliver or accept on behalf of each of the Banks the other Transaction Loan Documents. Each Bank hereby irrevocably authorizes, and authorizes each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group PNC Bank agrees to act as the agent Administrative Agent on behalf of such Lender under the Banks to the extent provided in this Agreement, and each such Lender irrevocably authorizes such Agent, as . None of the agent for such Lender, to take such action Banks designated on its behalf under the provisions facing page or signature pages of this Agreement and as the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report “Syndication Agent” or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Co-Documentation Agent”) ” shall have any duties or responsibilitiesright, except those expressly set forth hereinpower, obligation, liability, responsibility, or duty under this Agreement other than those applicable to all Banks as such. Without limiting the foregoing, none of the Banks so identified as the “Syndication Agent” or as a “Co-Documentation Agent” shall have or be deemed to have any fiduciary relationship with any Lender, Bank. Each Bank acknowledges that it has not relied and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read will not rely on any of the Banks so identified in deciding to enter into this Agreement or otherwise exist against any Note Agentin taking or not taking action hereunder.

Appointment. Each Lender and each Agent KeyBank National Association is hereby irrevocably designates and appoints DBNY appointed as Administrative Agent hereunder and under the each other Transaction DocumentsLoan Document, and each Lender hereby irrevocably authorizes the Administrative Agent to act as agent for Lender and to take such action on its behalf actions as Lender is obligated or entitled to take under the provisions of this Agreement and the other Transaction Loan Documents. Agent agrees to act as such upon the express conditions contained in this Article in substantially the same manner that it would act in dealing with a loan held for its own account. The obligations of the Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create an agency or fiduciary relationship. Agent shall act as the contractual representative of the Lenders hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed that Agent shall not have any fiduciary duties or responsibilities to exercise such powers any Lender by reason of this Agreement or any other Loan Document and perform such is acting as an independent contractor, the duties as and responsibilities of which are limited to those expressly delegated to the Administrative Agent by the terms of set forth in this Agreement and the other Transaction Loan Documents, together with such other powers as . The provisions of this Article are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints solely for the benefit of the Agent for such Lender Group and the Lenders, and Borrower shall not have any rights to rely on or enforce any of the provisions hereof except as the agent of such Lender provided in Sections 25.2 and 25.20 below. In performing its functions and duties under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy act solely as agent of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent Lender and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lenderdoes not assume, and no implied covenantsshall not be deemed to have assumed, functions, responsibilities, duties, any obligations toward or liabilities shall be read into this Agreement relationship of agency or otherwise exist against any Note Agenttrust with or for the Borrower.

Appointment. Each Lender and each Agent L/C Issuer hereby irrevocably designates and appoints DBNY SunTrust as Administrative its Agent hereunder under this Agreement and under the other Transaction Loan Documents, and . Each Lender hereby irrevocably authorizes the Administrative Agent to execute and deliver the Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. Each Lender Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in each Lender Group hereby irrevocably designates certain instances as provided in this Section 8.2 and appoints Section 9.2. The provisions of this Section 8.2 are solely for the benefit of Agent for such Lender Group and Lenders and neither Holdings nor any of its Subsidiaries shall have any rights as a third party beneficiary of any of the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and each such does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Agent may perform any of its duties hereunder, or under the Loan Documents, by or through its agents or employees. Each Lender irrevocably authorizes such and Agent acknowledges that Agent, ’s legal counsel in connection with the transactions contemplated by this Agreement is acting as the agent for counsel to Agent and is not acting as counsel to such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative rights and duties of Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into under this Agreement or otherwise exist against any Note Agentother Loan Document may not be amended, modified, terminated or waived without the written consent of Agent in addition to any other consent required hereunder.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY NCB as Administrative Agent hereunder to act as specified herein and under in the other Transaction Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and no Credit Party shall have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Lender under this Agreement and under the other Transaction Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in Without limiting the generality of the foregoing, each Lender Group hereby irrevocably designates and appoints authorizes the Administrative Agent for such Lender Group as the agent of such Lender under this to enter into each Security Document, any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement and each such Lender irrevocably authorizes such Agent, as any other intercreditor or subordination agreements contemplated hereby on behalf of and for the agent for such Lender, to take such action on its behalf under benefit of the provisions of this Agreement Lenders and the other Transaction Documents Secured Parties and agrees to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent be bound by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Note the Administrative Agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY First Capital as Administrative Agent hereunder its agent under this Agreement and under the other Transaction Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated set forth herein or therein (including consummation of any sale of the Loan Documents and Obligations pursuant to the Administrative Agent by the terms of this Agreement and the other Transaction DocumentsIntercreditor Agreement), together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates Agent is authorized and appoints empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders. The provisions of this Section 16(a) are solely for the benefit of Agent for such Lender Group and Lenders and neither any Borrower nor any Obligor shall have any rights as a third party beneficiary of any of the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliveract solely as an administrative representative of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Lenders, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, Borrower or any Obligor. Without limiting the foregoing, the duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, and no implied covenantsissuing bank, functionsparticipant or other Person, responsibilitiesby reason of any Loan Document or any transaction relating thereto. Agent may perform any of its duties hereunder, dutiesor under the Loan Documents, obligations by or liabilities shall be read into this Agreement through its agents or otherwise exist against any Note Agentemployees.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY First Union National Bank as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative JPMorgan Chase Bank as Syndication Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreementto act as specified herein and in the other Loan Documents, and each such Lender irrevocably hereby authorizes such Agentthe Agents, as the agent agents for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Loan Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Loan Documents, or shall otherwise exist against the Agents. In performing its functions and duties under this Agreement and the other Loan Documents, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any Note Agentobligation or relationship of agency or trust with or for any Borrower. Without limiting the generality of the foregoing two sentences, the use of the term "agent" herein and in the other Loan Documents with reference to any 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. The provisions of this Article IX (other than Section 9.09) are solely for the benefit of the Agents and the Lenders and no Borrower shall have any rights as a third party beneficiary of the provisions hereof (other than Section 9.09).

Appointment. Each Lender and each Agent Bank hereby irrevocably designates and ----------- appoints DBNY BTCo as Administrative Agent of such Bank (for purposes of this Section 12, the term "Administrative Agent" shall mean BTCo in its capacity as Administrative Agent hereunder and under Collateral Agent pursuant to the other Transaction Security Documents), and each such Bank hereby irrevocably authorizes the Administrative Agent Agent, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 12. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 12 are solely for the benefit of the Administrative Agent and the Banks, and neither the Borrower nor any Note Agentof its 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, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article XI. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article XI are solely for the benefit of the Administrative Agent, and the Lenders, and no Borrower or any Note Agentof 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, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent Bank hereby irrevocably designates and appoints DBNY Chase as Administrative Agent hereunder of such Bank (such term to include for purposes of this Section 11, Chase acting as Collateral Agent) and under to act as specified herein and in the other Transaction Credit Documents, and each such Bank hereby irrevocably authorizes Chase as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Banks, and neither the Borrower nor any Note Agentof its 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, the Administrative Agent shall act solely as agent of the Banks and the Administrative Agent neither assumes and nor shall it be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder Hell▇▇ ▇▇ its agent under this Agreement and under the other Transaction Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. Each Lender Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders' consent be obtained in each Lender Group hereby irrevocably designates certain instances as provided in subsection 9.3. Agent agrees to act as such on the express conditions contained in this subsection 9.2. The provisions of this subsection 9.2 are solely for the benefit of Agent and appoints Lenders and neither Borrower nor any Loan Party shall have any rights as a third party beneficiary of any of the Agent for such Lender Group as the agent of such Lender provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as an administrative representative of Lenders and each such Lender irrevocably authorizes such Agentdoes not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Lenders, as the agent for such LenderBorrower or any Loan Party. Agent may perform any of its duties hereunder, to take such action on its behalf or under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report by or other documents received by it in through its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties agents or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentemployees.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Citi, as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take and Collateral Agent of such action on its behalf Lender under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such AgentCiti, as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such or required of the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (Agents and the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents or the Other Representatives. Each of the Agents may perform any Note Agentof their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY NationsBank, N.A. as Administrative Agent hereunder and under the other Transaction DocumentsWachovia Bank of Georgia, and authorizes the Administrative N.A. as Syndication Agent of such Lender to take such action on its behalf under the provisions of this Agreement act as specified herein and the other Transaction Credit Documents and the LOC Documents (including with respect to exercise such powers and perform such duties as are expressly delegated NationsBank, N.A. the right to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group act as the collateral agent of such Lender under this Agreementthe Collateral Documents), and each such Lender irrevocably hereby authorizes such Agentthe Agents, as the agent agents for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Credit Documents and the LOC Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Credit Documents and of the LOC Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents or any of the LOC Documents, or shall otherwise exist against the Agents. The provisions of this Section are solely for the benefit of the Agents and the Lenders and none of the Credit Parties shall have any Note Agentrights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents and the LOC Documents, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Bankers Trust Company as the Administrative Agent hereunder and Collateral Agent of such Lender under the other Transaction Loan Documents, and each such Lender irrevocably authorizes Bankers Trust Company as the Administrative Agent and Collateral Agent for such Lender, to enter into the Loan Documents and take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Transaction Loan Documents, respectively, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Loan Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Collateral Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or Collateral Agent shall be read into this Agreement the Loan Documents or otherwise exist against the Administrative Agent or Collateral Agent. The provisions of this Article VIII are solely for the benefit of the Administrative Agent and Collateral Agent, and the Lenders and the Borrower shall have no rights as a third party beneficiary or otherwise under any Note Agentof the provisions in the Loan Documents. In performing its functions and duties under the Loan Documents, the Administrative Agent and Collateral Agent shall act solely as the agent of the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors and assigns.

Appointment. Each Lender and each Agent The Lenders hereby irrevocably designates designate and appoints DBNY appoint MSSF as Administrative Agent hereunder and under Security Agent (for purposes of this Section 11 and Section 12.01, the term “Administrative Agent” also shall include MSSF in its capacity as Security Agent pursuant to the Security Documents) to act as specified herein and in the other Transaction DocumentsCredit Documents and MSSF hereby accepts such designation and appointment. Each Lender hereby irrevocably authorizes, and authorizes each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize the Administrative Agent to take such action on its behalf under the provisions of this Agreement and Agreement, the other Transaction Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates thereof and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly delivermay perform any of its duties and exercise its rights and powers hereunder by or through its officers, but in directors, agents, sub-agents, employees or affiliates. Any sub-agent may perform any event no later than the following Business Dayand all its duties and exercise its rights and powers by or through its directors, a copy of any noticetrustees, certificateofficers, report employees, agents, advisors or other documents received by it in its capacity as Administrative Agent to each Agentaffiliates. Notwithstanding any provision to the contrary elsewhere The exculpatory provisions contained in this Agreement, neither the Administrative Agent nor any Agent (Section 11 shall apply to the Administrative Agent and each Agent being referred any sub-agent and to in this Article as a “Note Agent”) shall have any duties or responsibilitiestheir respective directors, except those expressly set forth hereintrustees, or any fiduciary relationship with any Lenderofficers, employees, agents, advisors and affiliates, and no implied covenantsshall apply to their respective activities in connection with the syndication of the Loans, functions, responsibilities, duties, obligations as well as activities as Agent or liabilities shall be read into this Agreement or otherwise exist against any Note Agentsub-agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY NationsBank, N.A. as administrative agent (in such capacity, the "Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent Agent") of such Lender to take such action on its behalf under the provisions of this Agreement act as specified herein and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably hereby authorizes such Agent, the Administrative Agent as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than Each Lenders further directs and authorizes the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentexecute releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any Note Agentrights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.

Appointment. Each Lender and each Agent The Lenders hereby irrevocably designates designate and appoints DBNY appoint MSSF as Administrative Agent hereunder (for purposes of this Section 12 and under Section 13.01, the term “Administrative Agent” also shall include MSSF in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Transaction Credit Documents. Each Lender hereby irrevocably authorizes, and authorizes each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and Agreement, the other Transaction Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates thereof and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly delivermay perform any of its respective duties hereunder by or through its officers, but directors, agents, employees or affiliates. For greater certainty, and without limiting the powers of the Agents or any other Person acting as an agent, attorney-in-fact or mandatary for the Agents under this Agreement or under any of the Credit Documents, each Lender (for itself and for all other Secured Creditors that are Affiliates of such Lender) and each Agent hereby (i) irrevocably appoints and constitutes (to the extent necessary) and confirms the constitution of (to the extent necessary), the Collateral Agent as the holder of an irrevocable power of attorney (in such capacity, the “fondé de pouvoir”) within the meaning of Article 2692 of the Civil Code of Québec for the purposes of entering and holding on their behalf, and for their benefit, any event no later than Liens, including hypothecs (“Hypothecs”), granted or to be granted by any Credit Party on movable or immovable property pursuant to the following Business Day, a copy laws of the Province of Québec to secure obligations of any notice, certificate, report or other documents received Credit Party under any bond issued by it any Credit Party and exercising such powers and duties which are conferred upon the Collateral Agent in its capacity as Administrative fondé de pouvoir under any of the Hypothecs; and (ii) appoints (and confirms the appointment of) and agrees that the Collateral Agent, acting as agent for the applicable Secured Creditors, may act as the custodian, registered holder and mandatary (in such capacity, the “Custodian”) with respect to any bond that may be issued and pledged from time to time for the benefit of the applicable Secured Creditors. Each applicable Secured Creditor shall be entitled to the benefits of any charged property covered by any of the Hypothecs and will participate in the proceeds of realization of any such charged property, the whole in accordance with the terms thereof. The said constitution of the Collateral Agent as fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Québec) and as Custodian with respect to each Agentany bond that may be issued and pledged by any Credit Party from time to time for the benefit of the applicable Secured Creditors shall be deemed to have been ratified and confirmed by any assignee (for itself and any Affiliates of such assignee) by the execution of an Assignment and Assumption Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreementprovisions of Section 32 of An Act Respecting the Special Powers of Legal Persons (Québec), neither the Administrative Agent nor any Agent (each of the Administrative Agent and each the Collateral Agent being referred to may purchase, acquire and be the holder of any bond issued by any Credit Party. Each of the Credit Parties hereby acknowledges that any such bond shall constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. The Collateral Agent herein appointed as fondé de pouvoir and as Custodian shall have the same rights, powers and immunities as the Agents as stipulated in this Article Section 12 of the Credit Agreement, which shall apply mutatis mutandis. Without limiting the effect of the preceding provisions of this clause, the provisions of Section 12.09 shall apply mutatis mutandis to the resignation and appointment of a successor to the Collateral Agent acting as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, fondé de pouvoir and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agent.as Custodian

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Lender under this Agreement and under the other Transaction Credit Documents, and each such Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender in For the avoidance of doubt, each Lender Group hereby irrevocably designates authorizes and appoints directs the Administrative Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such LenderLender to execute and deliver intercreditor agreements, to take substantially in the form attached hereto as Exhibit E-1 and E-2, in connection with any Indebtedness incurred under Sections 10.1(a), 10.1(k), 10.1(p), 10.1(n). 10.1(o), 10.1(r) on their behalf (with such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder changes thereto as are expressly delegated to such Agent agreed by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentsole discretion). Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. Neither the Syndication Agent nor any Note Agentof the Co-Documentation Agents, in their respective capacities as such, shall have any obligations, duties or responsibilities under this Agreement.

Appointment. Each Lender and each Agent Bank One, NA is hereby irrevocably designates and appoints DBNY as appointed Administrative Agent hereunder and under the each other Transaction DocumentsLoan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to take act as the agent of such action on its behalf under Lender. The Administrative Agent agrees to act as such upon the provisions express conditions contained in this Article X. The Administrative Agent shall not have a fiduciary relationship in respect of the Borrower or any Lender by reason of this Agreement. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Documents and to exercise such powers and perform such duties Loan Documents. In its capacity as are expressly delegated to the Lenders' contractual representative, the Administrative Agent by (i) does not hereby assume any fiduciary duties to any of the terms Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group of the Lenders hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, agrees to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event assert no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither claim against the Administrative Agent nor on any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, agency theory or any other theory of liability for breach of fiduciary relationship with any Lenderduty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentall of which claims each Lender hereby waives.

Appointment. (a) Each Lender and each Agent hereby irrevocably designates and appoints DBNY Bank of America as Administrative its Agent hereunder and under the other Transaction Documentshereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderLender or Liquidity Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or otherwise exist against any Note the Agent. (b) The provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which the Agent or any Lender may have to the Borrower under the other provisions of this Agreement. (c) In performing its functions and duties hereunder, the Agent shall act solely as the agent of the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of their respective successors and assigns.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank National Association as Administrative Agent hereunder to act as specified herein and under in the other Transaction Loan Documents, and each such Lender hereby irrevocably authorizes KeyBank National Association as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have any Note Agentrights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrowers or any of their Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank to act as Administrative Agent hereunder specified herein and under in the other Transaction Loan Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender hereby irrevocably authorizes such Agent, KeyBank as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such to, the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Except for Section 9.11, the provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Barclays as Administrative Agent hereunder of such Lender (such term to include for purposes of this Section 11, Barclays acting as Administrative Agent) to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes Barclays as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Lenders, and, except as provided in Section 11.9, no Credit Party shall have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY JPMorgan Chase Bank as Administrative Agent hereunder (such term as used in this Section 11 to include JPMorgan Chase Bank, acting as Issuing Agent under this Agreement and under each Letter of Credit), to act as specified herein and in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes JPMorgan Chase Bank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Lenders, and no Borrower shall have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY First Union as Administrative Agent hereunder of such Lender to act as specified herein and under in the other Transaction Loan Documents, and each Lender hereby irrevocably authorizes First Union as the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 9. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Loan Document, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agent. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders, and neither the Company nor any Note Agentof its 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, the Agent shall act solely as agent of the Lenders and the Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agent or trust with or for the Company or any of its Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take and Collateral Agent for such action on its behalf Lender under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such AgentDBNY, as the agent Administrative Agent and Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such or required of the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (Agents and the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Lead Arrangers shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent or the Lead Arrangers. Each of the Agents may perform any Note Agentof their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY BTCo as Administrative Agent hereunder and under Fleet as Syndication Agent of such Lender to act as specified herein and in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes BTCo as the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreementany Credit Document, neither the Administrative no Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth hereinin the Credit Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise (including by operation of law) to exist against any Note Agent. The provisions of this Section 10 are solely for the benefit of the Agents and the Lenders, and neither the Parent, the Borrower nor any of their respective Subsidiaries or Affiliates shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Agents shall act solely as agents of the Lenders and the Agents do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Parent, the Borrower or any of their respective Subsidiaries or Affiliates.

Appointment. Each Lender and each Agent hereby (a) irrevocably designates and appoints DBNY SunTrust as the Administrative Agent hereunder for such Lender and under the other Transaction Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, the Notes and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Notes and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly delivershall, but in any event no later than among other things, take such actions as the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent is authorized to each Agenttake pursuant to this Agreement, the Notes and the other Loan Documents. Notwithstanding As to any provision to the contrary elsewhere matters not expressly provided for in this Agreement, neither the Administrative Agent nor may, but shall not be required to, exercise any Agent (discretion or take any action; however, the Administrative Agent shall be required to act or to refrain from acting upon the written instructions of Requisite Lenders if the Administrative Agent shall be indemnified to its satisfaction by the Lenders against any and each all liability and expense that may be incurred by it by reason of so acting or refraining from acting. Notwithstanding anything to the contrary herein, the Administrative Agent being referred to in this Article as a “Note Agent”) shall have no duties, responsibilities or fiduciary relationships with any duties or responsibilities, Lender except those expressly set forth hereinin this Agreement, or any fiduciary relationship with any Lenderthe Notes and the other Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or the other Loan Documents or otherwise exist against any Note the Administrative Agent.

Appointment. (a) Each Lender and each Agent hereby irrevocably designates and appoints DBNY JPMorgan Chase as the Administrative Agent hereunder and under Agent, the other Transaction DocumentsArrangers as the Arrangers, and the Co-Agents as the Co-Agents of such Lender under this Agreement, and each Lender hereby irrevocably authorizes the Administrative Agent Agent, the Arrangers, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent, the Arrangers and the Co-Agents each agree to act as such on the express conditions contained in this Article XII. The Administrative Agent shall promptly deliver, but in any event no later than administer this Agreement and service the following Business Day, a copy Loans with the same degree of any notice, certificate, report or other documents received by it in its capacity care as the Administrative Agent would use in servicing a loan of similar size and type for its own account. (b) The provisions of this Article XII are solely for the benefit of the Administrative Agent, the Arrangers, the Co-Agents and the other Lenders, and neither the Borrower, any Qualified Borrower, the General Partner nor any Subsidiary of the Borrower shall have any rights to each Agentrely on or enforce any of the provisions hereof (other than as expressly set forth in Section 12.7). Notwithstanding any provision to the contrary elsewhere in In performing their respective functions and duties under this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent Agent, each Arranger, and each Co-Agent being referred shall act solely as agents of the Lenders and do not assume and shall not be deemed to in this Article as a “Note Agent”) shall have assumed any duties obligation or responsibilitiesrelationship of agency, except those expressly set forth hereintrustee or fiduciary with or for any General Partner, the Borrower, any Qualified Borrower, or any fiduciary relationship with Subsidiary of the Borrower. The Administrative Agent, each Arranger and each Co-Agent may perform any Lenderof their respective duties hereunder, and no implied covenantsor under the Loan Documents, functions, responsibilities, duties, obligations by or liabilities shall be read into this Agreement through their respective agents or otherwise exist against any Note Agentemployees.

Appointment. Each Supplemental Credit Lender and each Agent hereby irrevocably designates and appoints DBNY NationsBank of Tennessee, N.A. as Administrative Agent hereunder of such Supplemental Credit Lender to act as specified herein and under the other Transaction Supplemental Credit Documents, and each such Supplemental Credit Lender hereby authorizes the Administrative Agent Agent, as the agent for such Supplemental Credit Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Supplemental Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Transaction Supplemental Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Supplemental Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Supplemental Credit Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Supplemental Credit Documents, or shall otherwise exist against the Agent. The provisions of this Section are solely for the benefit of the Agent and the Supplemental Credit Lenders and none of the Credit Parties shall have any Note Agentrights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Supplemental Credit Documents, the Agent shall act solely as the agent of the Supplemental Credit Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY DBAG as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take of such action on its behalf Lender under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such AgentDBAG, as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such or required of the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Issuing Lender, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Other Representatives. Each of the Agents may perform any Note Agentof their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent may perform any of its duties under the Security Documents by or through one or more of its affiliates).

Appointment. Each Lender and each Agent Bank hereby irrevocably designates and appoints DBNY Chase as Administrative Agent hereunder of such Bank and under to act as specified herein and in the other Transaction Credit Documents, and each such Bank hereby irrevocably authorizes Chase as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Banks, and neither the Company nor any Note Agentof its 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, the Administrative Agent shall act solely as agent of the Banks and the Administrative Agent neither assumes and nor shall it be deemed to have assumed any obligation or relationship of agency or trust with or for the Company or any of its Subsidiaries.

Appointment. Each Lender of the Lenders and each Agent the Issuing Banks hereby irrevocably designates and appoints DBNY Citibank, N.A. as the Administrative Agent hereunder and under the other Transaction Documents, Loan Documents and authorizes the Administrative Agent Citibank, N.A., in such capacity, to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent Citibank, N.A., in such capacity, by the terms of this Agreement and the other Transaction Documentshereof or thereof, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates actions and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliveragrees to act upon the express conditions contained in this Agreement and the other Loan Documents, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in as applicable. In performing its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in functions and duties under this Agreement, neither the Administrative Agent nor shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any Agent (obligation towards or relationship of agency or trust with or for Holdings, U.S. Holdings, U.S. ▇▇▇▇▇, the Borrower or any of their Subsidiaries. Except as set forth in Section 9.6, the provisions of this Section 9 are solely for the benefit of the Administrative Agent Agent, the Lenders and each Agent being referred to in this Article the Issuing Banks, and Holdings, U.S. Holdings, U.S. ▇▇▇▇▇, the Borrower and their Subsidiaries shall not have rights as a “Note Agent”) shall have third party beneficiary of any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentof such provisions.

Appointment. Each Lender ABN AMRO Bank and MSSF are hereby appointed as Syndication Agents hereunder, and each Agent Lender hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent Syndication Agents to take such action on act as its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by agents in accordance with the terms of this Agreement and the other Transaction Loan Documents. Bank of America, together with such other powers N.A. and Wachovia Bank, National Association are hereby appointed as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this AgreementDocumentation Agents hereunder, and each such Lender irrevocably hereby authorizes such Agent, the Documentation Agents to act as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by agents in accordance with the terms of this Agreement and the other Transaction Loan Documents, together with such other powers . Citicorp is hereby appointed by each Lender as are reasonably incidental thereto. The the Administrative Agent shall promptly deliver, but in any event no later than hereunder and under the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Loan Documents and each Lender hereby authorizes the Administrative Agent to each Agentact as its agent in accordance with the terms of this Agreement and the other Loan Documents. Notwithstanding Each Agent hereby agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 10 are solely for the benefit of the Agents and the Lenders, and the Credit Parties shall have no rights as a third party beneficiary of any provision to of the contrary elsewhere in provisions thereof. In performing its functions and duties under this Agreement, neither each of the Administrative Agent nor Agents shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have obligation towards or relationship of agency or trust with or for any duties or responsibilities, except those expressly set forth herein, Credit Party or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agentof their respective Subsidiaries.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY as Administrative Agent hereunder and under the other Transaction DocumentsLender, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement Issuing Bank and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Swingline Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent and collateral agent respectively of such Lender, the Swingline Lender and such Issuing Bank under this AgreementAgreement and the other Loan Documents, and each such Lender irrevocably authorizes such the Agent, as the agent for in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such the Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliverWithout limiting the generality of the foregoing, but in any event no later than each Lender, the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Swingline Lender and each Issuing Bank hereby authorizes the Agent to enter into each AgentSecurity Document, the ABL Intercreditor Agreement and any other Intercreditor Agreements or subordination agreements contemplated hereby on behalf of and for the benefit of the Lenders and the other Secured Parties and agrees to be bound by the terms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Note the Agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Wachovia as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the administrative agent of such Lender under this Agreementto act as specified herein and in the other Credit Documents, and each such Lender irrevocably hereby authorizes such Agent, the Administrative Agent as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than Each Lender further directs and authorizes the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentexecute releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall have any Note Agentrights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its affiliates.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. this Article X. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article X are solely for the benefit of the Administrative Agent, and the Lenders, and neither the Borrower nor any Note Agentof its 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, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender of the CP Conduit Purchasers, the Committed Purchasers and each Agent the Funding Agents hereby irrevocably designates and appoints DBNY as the Administrative Agent hereunder as the agent of such Person under this Agreement and under the other Transaction Documents, and irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Lender in To the extent the Administrative Agent takes any such action, the Transferor, each Lender Group hereby irrevocably designates Seller and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Collection Agent, as in dealing with the agent for such LenderAdministrative Agent, shall have the right to take such action on its behalf under assume that the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliveris authorized to so act, but in any event no later than absent actual knowledge to the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentcontrary. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither (i) the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, or any fiduciary relationship with any LenderCP Conduit Purchaser, any Committed Purchaser or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent; and (ii) in no event shall the Administrative Agent be liable under or in connection with this Agreement for indirect, special, or consequential losses or damages of any Note Agentkind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents, and the Administrative Agent does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust or agency with or for any such Person.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Citi, as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take and Term Collateral Agent of such action on its behalf Lender under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such AgentCiti, as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such or required of the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (Agents and the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Term Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents or the Other Representatives. Each of the Agents may perform any Note Agentof their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and Term Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY each Agent as Administrative Agent hereunder an agent of such Lender under this Agreement and under the other Transaction Credit Documents. Each Lender irrevocably authorizes each Agent, and authorizes the Administrative Agent in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but Agents agree to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article 9. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agents. The provisions of this Article 9 are solely for the benefit of the Agents and the Lenders, and neither the Company nor any Note Agentof its Subsidiaries shall have any rights as a third-party beneficiary of any of the provisions hereof. In performing their functions and duties under this Agreement, the Agents shall act solely as agents of the Lenders and the Agents do not assume and shall not be deemed to have assumed any obligation or relationship of agent or trust with or for the Company or any of its Subsidiaries.

Appointment. (a) Each Lender and each Agent the Issuing Bank hereby irrevocably designates and appoints DBNY Bank of America, N.A. as the Administrative Agent hereunder and under Agent, the other Transaction DocumentsArrangers as the Arrangers, and the Co-Agents as the Co-Agents of such Lender under this Agreement, and each Lender hereby irrevocably authorizes the Administrative Agent Agent, the Arrangers, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent Agent, the Arrangers and the Co-Agents each agree to act as such on the express conditions contained in this Article XII. (b) The provisions of this Article XII are solely for the benefit of the Administrative Agent, the Arrangers, the Co-Agents, the Issuing Bank and the other Lenders, and neither the Borrower, any Qualified Borrower, the General Partner nor any Subsidiary of the Borrower shall promptly deliver, but have any rights to rely on or enforce any of the provisions hereof (other than as expressly set forth in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each AgentSection 12.7). Notwithstanding any provision to the contrary elsewhere in In performing their respective functions and duties under this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent Agent, each Arranger, and each Co-Agent being referred shall act solely as agents of the Lenders and do not assume and shall not be deemed to in this Article as a “Note Agent”) shall have assumed any duties obligation or responsibilitiesrelationship of agency, except those expressly set forth hereintrustee or fiduciary with or for any General Partner, the Borrower, any Qualified Borrower, or any fiduciary relationship with Subsidiary of the Borrower. The Administrative Agent, each Arranger and each Co-Agent may perform any Lenderof their respective duties hereunder, and no implied covenantsor under the Loan Documents, functions, responsibilities, duties, obligations by or liabilities shall be read into this Agreement through their respective agents or otherwise exist against any Note Agentemployees.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY Bankers Trust Company as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, Bankers Trust Company as the agent Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such the Agent by the terms of this Agreement and the other Transaction DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article 8 are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary or otherwise under any Note Agentof the provisions hereof. In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors and assigns.

Appointment. Each Lender and each Agent Issuer hereby irrevocably designates and appoints DBNY Mizuho to act as Administrative Agent hereunder for such Lender or Issuer under this Agreement and under the other Transaction Loan Documents, . Each Lender and Issuer hereby irrevocably authorizes the Mizuho as Administrative Agent to take such action on its behalf of such Lender or Issuer under the provisions of this Agreement and the other Transaction Documents Loan Documents, and to exercise such powers and to perform such duties duties, as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof or thereof, together with such other powers as are reasonably incidental thereto. Each Lender Mizuho hereby agrees to act as Administrative Agent on behalf of the Lenders and Issuers on the terms and conditions set forth in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Loan Documents, subject to its right to resign as provided in Section 11.10 hereof. Each Lender and Issuer hereby irrevocably authorizes the Administrative Agent to execute and deliver each of the Loan Documents and to exercise accept delivery of such powers and perform such duties thereunder of the other Loan Documents as are expressly delegated to such Agent may not require execution by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision Each Lender and Issuer agrees that the rights and remedies granted to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (under the Loan Documents shall be exercised exclusively by the Administrative Agent Agent, and each Agent being referred to in this Article as a “Note Agent”) that no Lender or Issuer shall have any duties right individually to exercise any such right or responsibilitiesremedy, except those to the extent expressly set forth herein, provided herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note Agenttherein.

Appointment. Each Lender and each Agent Bank hereby irrevocably designates and appoints DBNY Chase as Administrative Agent hereunder of such Bank and under to act as specified herein and in the other Transaction Credit Documents, and each such Bank hereby irrevocably authorizes Chase as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 10 are solely for the benefit of the Administrative Agent and the Banks, and neither the Company nor any Note Agentof its 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, the Administrative Agent shall act solely as agent of the Banks and the Administrative Agent neither assumes and nor shall it be deemed to have assumed any obligation or relationship of agency or trust with or for the Company or any of its Subsidiaries.

Appointment. (i) Each Lender and each Agent hereby irrevocably designates and appoints DBNY Mellon Bank N.A. as Administrative the Agent hereunder of such Lender under this Loan Agreement and under the other Transaction Loan Documents, and . Each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Loan Agreement and the other Transaction Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints authorizes the Agent for such Lender Group as to execute and deliver each of the agent Loan Documents and to accept delivery of such of the other Loan Documents as may not require execution by the Agent. Each Lender agrees that the rights and remedies granted to the Agent under this Agreementthe Loan Documents shall be exercised exclusively by the Agent, and each that no Lender shall have any right individually to exercise any such Lender irrevocably authorizes right or remedy, except to the extent expressly provided herein or therein. The Agent agrees to act as such Agent, as on the agent for such Lender, to take such action on its behalf under the express conditions contained in this Article X. (ii) The provisions of this Agreement Article X are solely for the benefit of the Agent and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement Lenders, and the other Transaction DocumentsCo-Borrowers shall not have any rights to rely on or enforce any of the provisions hereof. In performing its functions and duties under this Loan Agreement, together with such other powers as are reasonably incidental thereto. The Administrative the Agent shall promptly deliver, but in act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any event no later than obligation toward or relationship of agency or trust with or for the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Note AgentCo-Borrowers.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints DBNY KeyBank as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any LenderLender or Letter of Credit Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any Note Agentrights as a third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. (a) Each Lender of the Lenders and each Agent Overdraft Provider in such capacity hereby irrevocably designates and (i) appoints DBNY DB to act on its behalf as Administrative Agent hereunder hereunder, as Collateral Agent under all Collateral Documents (for purposes of this Agreement, the term “Administrative Agent” shall include DB in its capacity as Collateral Agent pursuant to the Collateral Documents) to act as herein specified herein and under in the other Transaction Loan Documents, including amending the Loan Documents pursuant to Section 12.1. Each Lender hereby irrevocably authorizes and authorizes each holder of any Note by the acceptance of such Note shall be deemed to irrevocably authorize Administrative Agent, Collateral Agent to take such action on its behalf under the provisions of this Agreement and hereof, the other Transaction Loan Documents (including, without limitation, to give notices and take such actions on behalf of the Requisite Lenders as are consented to in writing by the Requisite Lenders) and any other instruments, documents and agreements referred to herein or therein and to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to the Administrative Agent or Collateral Agent by the terms of this Agreement hereof and the other Transaction Documents, together with thereof and such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates Agent may perform any of its duties hereunder and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the other Loan Documents, by or through its officers, directors, agents, employees or affiliates. Each Agent may perform any of its duties hereunder and under the other Loan Documents, by or through its officers, directors, agents, employees or affiliates. The provisions of this Agreement and Article are solely for the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms benefit of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lenderthe Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities Loan Party shall be read into this Agreement or otherwise exist against have rights as a third party beneficiary of any Note Agentof such provisions.

Appointment. Each Lender and each Agent Bank hereby irrevocably designates and appoints DBNY Rabobank as Administrative Agent hereunder of such Bank (such term to include for purposes of this Section 11, Rabobank acting as Collateral Agent) to act as specified herein and under in the other Transaction Credit Documents, and each such Bank hereby irrevocably authorizes Rabobank as the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 11. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Banks, and neither Holdings nor any Note Agentof its 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, the Administrative Agent shall act solely as agent of the Banks and the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for Holdings or any of its Subsidiaries.

Appointment. Each Lender and each Agent Bank hereby irrevocably designates and appoints DBNY Chase as Administrative Agent hereunder to act as specified herein and under in the other Transaction Credit Documents, and each such Bank hereby irrevocably authorizes Chase as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 10 are solely for the benefit of the Administrative Agent and the Banks, and the Borrower shall not have any Note Agentrights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower.

Appointment. Each Lender and each Agent hereby irrevocably designates ----------- and appoints DBNY Chemical as Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under (such term to include for purposes of this AgreementSection 11, Chemical acting as Collateral Agent) and The First National Bank of Chicago, as successor to NBD Bank and Fleet Bank Massachusetts, N.A. as Co-Agents to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes such Agent, Chemical as the agent Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such the Agent by the terms of this Agreement and the other Transaction Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but and each Co-Agent agrees to act as such upon the express conditions contained in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agentthis Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Co-Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agent or any Note Co-Agent. The provisions of this Section 11 are solely for the benefit of the Agent, the Co-Agents and the Lenders, and, except as provided in Section 11.9, no Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Agent and each Co-Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party. Neither of the Co-Agents, in such capacity, shall have any duties, responsibilities, obligations, liabilities or functions under this Agreement or the other Credit Documents.