Each Noteholder hereby designates and appoints the Agent under this Agreement and the other Note Purchase Documents and each Noteholder hereby irrevocably authorizes the Agent, as applicable, to take such action on its behalf under the provisions of this Agreement and each other Note Purchase Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Note Purchase Document, together with such powers as are reasonably incidental thereto. Each Noteholder hereby irrevocably appoints and constitutes the Agent its true and lawful attorney, with full power of substitution, for the purposes of carrying out any of the terms hereof, collecting or enforcing any of the Note Indebtedness and exercising any of the rights and remedies of the Noteholders hereunder and under the other Note Purchase Documents, including, without limitation, for the purposes of signing and/or recording any documents necessary to perfect, set-up, register, maintain, release, grant discharges, amend, extend, modify, replace, restate, or discharge the Collateral or any of the Note Purchase Documents and instituting any actions or proceedings. The Agent shall not be liable to Noteholders for any acts or omissions or errors of judgment or mistakes of fact or law in its exercise of the foregoing power, except resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis. The Agent agrees to act as such on the express conditions contained in this Section. The provisions of this Section 7.1, are solely for the benefit of the Agent and the Noteholders, and no Obligor shall have any rights as a third party beneficiary of any of the provisions contained herein, but may rely on the determinations made under this Section. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Note Purchase Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Note Purchase Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Note Purchase Documents.