Common use of Administrative Agent Provisions Clause in Contracts

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its duties hereunder, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (v) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vi) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: Xxxxxx Xxxxx. (d) The Administrative Agent may at any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of Section 3.12(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d) or (e) shall execute, acknowledge and deliver to the Depositor and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided herein, the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the Trustee. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its duties hereunder, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (v) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vi) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx 000 Xxxxx XxXxxxx XxxxxxXxxxxx Xxxxx, Xxxxx 0000Suite 3700, Xxxxxxx, XX 00000Chicago IL 60606, Attention: Xxxxxx XxxxxX. Xxxxxxx. (d) The Administrative Agent may at any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of Section 3.12(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d) or (e) shall execute, acknowledge and deliver to the Depositor Depositor, the Trustee and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective effective, and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided herein, the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the Trustee. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its such duties hereunderand only such duties that are applicable to it as specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b3.11(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (v) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vi) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx Xxxxx XxXxxxx XxxxxxBank of America Corporate Center, Xxxxx 0000Charlotte, XxxxxxxNorth Carolina 28255, XX 00000, AttentionXxxxxxxxx: Xxxxxx Xxxxx.x. (dx) The Administrative Agent may at Xxx Xxxxxxxxxxxxxx Xxxxx xxx xt any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies does not result in the failure of the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of Section 3.12(d3.11(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g3.11(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d3.11(d) or (e) shall execute, acknowledge and deliver to the Depositor and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided herein, the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the TrusteeCertificateholders. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its such duties hereunderand only such duties that are applicable to it as specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b3.11(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (v) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vi) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx Xxxxx XxXxxxx XxxxxxBank of America Corporate Center, Xxxxx 0000Charlotte, Xxxxxxx, XX 00000North Carolina 28255, Attention: Xxxxxx XxxxxDebt Xxxxxxx Xxxxxxx. (dx) The Administrative Xxx Xxxxxxxxxative Agent may at any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of Section 3.12(d3.11(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g3.11(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d3.11(d) or (e) shall execute, acknowledge and deliver to the Depositor and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided herein, the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the TrusteeCertificateholders. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its such duties hereunderand only such duties that are applicable to it as specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Administrative Agent, unless it shall be proved that the Administrative Agent was grossly negligent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within ascertaining the discretion or rights or powers conferred upon it by this Agreementpertinent facts; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b3.10(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (vvi) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vivii) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: Xxxxxx Xxxxx_____________________. (d) The Administrative Agent may at any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, provided that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of this Section 3.12(d3.10(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g3.10(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d3.10(d) or (e) shall execute, acknowledge and deliver to the Depositor and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided hereinin this clause (g), the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the TrusteeCertificateholders. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its duties hereunder, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers of the Administrative Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b3.11(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (v) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vi) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx 000 Xxxxx XxXxxxx XxxxxxXxxxxx Xxxxx, Xxxxx 0000Suite 3700, XxxxxxxChicago, XX 00000IL 60606, Attention: Xxxxxx XxxxxXxxxxxxxxxx Xxxx. (d) The Administrative Agent may at any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of Section 3.12(d3.11(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g3.11(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d3.11(d) or (e) shall execute, acknowledge and deliver to the Depositor Depositor, the Trustee and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective effective, and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided herein, the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the Trustee. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its duties hereunder, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (v) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vi) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: Xxxxxx Xxxxx. (d) The Administrative Agent may at any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of Section 3.12(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d) or (e) shall execute, acknowledge and deliver to the Depositor and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided herein, the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the Trustee. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.

Administrative Agent Provisions. (a) The Administrative Agent undertakes to perform its such duties hereunderand only such duties that are applicable to it as specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Administrative Agent. Any permissive right of the Administrative Agent enumerated in this Agreement shall not be construed as a duty. (b) Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable, for any losses, costs or damages or otherwise, to the Trustee or the Certificateholders under any circumstances for any act or omission except for its willful misconduct, bad faith or gross negligence in the performance of duties specifically set forth in this Agreement; it being understood that: (i) the duties and obligations of the Administrative Agent shall be determined solely by the express terms of this Agreement and, in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent, the Administrative Agent may conclusively rely upon any certificates or opinions furnished to the Administrative Agent as to the truth and correctness of any statements contained therein; (ii) the Administrative Agent shall not be personally liable for any action taken, suffered or omitted by a Responsible Officer or Responsible Officers of the Administrative Agent in good faith and reasonably believed by such Responsible Officer or Responsible Officers to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and (iii) except with respect to actions or duties required to be taken or performed, as applicable, by the Administrative Agent under the express terms of this Agreement, the Administrative Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under this Agreement. (c) Except as otherwise provided in Section 3.12(b3.11(b): (i) the Administrative Agent may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed by the proper party or parties; (ii) the Administrative Agent may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Administrative Agent shall be under no obligation to institute, conduct or defend any Proceeding hereunder or in relation thereto, at the request, order or direction of any of the Certificateholders or otherwise; (iv) the Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, approval, bond or other paper or document believed by it to be genuine; (v) the Administrative Agent may execute any of the powers or perform any duties under this Agreement either directly or by or through Affiliates; and (vi) the Administrative Agent shall not be deemed to have notice or actual knowledge of any matter unless written notice thereof is received by the Administrative Agent at its office at Xxx Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000o, Attention: Xxxxxx Xxxxx.o. (d) The Administrative Agent may at any time resign and be discharged from its obligations and duties hereunder by giving written notice thereof to the Depositor. Upon receiving such notice of resignation, the Depositor shall as promptly as possible (and in any event within 45 calendar days after the date of such notice of resignation) appoint a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the resigning Administrative Agent and to the successor Administrative Agent; provided, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. If no such successor Administrative Agent shall have been so appointed and have accepted appointment within 45 calendar days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. (e) The Depositor may remove the Administrative Agent at any time; provided, that the Depositor, in connection with any such removal, appoints a successor Administrative Agent by written instrument, in duplicate, which instrument shall be delivered to the Administrative Agent so removed and to the successor Administrative Agent; and, provided, further, that the appointment of such successor satisfies the Rating Agency Condition. A copy of such instrument shall be delivered to the Certificateholders and the Trustee by the Depositor. (f) Any resignation or removal of the Administrative Agent and appointment of a successor Administrative Agent pursuant to any of the terms of Section 3.12(d3.11(d) or (e) shall not become effective until acceptance of appointment by the successor Administrative Agent as provided in Section 3.12(g3.11(g). (g) Any successor Administrative Agent appointed as provided in Section 3.12(d3.11(d) or (e) shall execute, acknowledge and deliver to the Depositor and its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective and such successor Administrative Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Administrative Agent under this Agreement, with the like effect as if originally named as Administrative Agent in this Agreement. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement, and the Depositor and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. Upon acceptance of appointment by a successor Administrative Agent as provided herein, the Depositor shall transmit notice of the succession of such Administrative Agent under this Agreement to all Certificateholders and the TrusteeCertificateholders. (h) Any corporation or association into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any corporation or association succeeding to the business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.