Common use of Appointed Lenders Clause in Contracts

Appointed Lenders. (a) Subject to the terms and conditions set forth in this Section 12.5(a), any Lender may from time to time elect to designate an Eligible Appointee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided the designation of an Eligible Appointee by any Lender for purposes of this Section 12.5(a) shall be subject to the approval of the Administrative Agent. Upon the execution by the parties to each such designation of an agreement in the form of Exhibit J hereto (an "APPOINTMENT AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Appointee shall become an Appointed Lender for purposes of this Agreement. The Appointing Lender shall thereafter have the right to permit the Appointed Lender to provide all or a portion of the Loans to be made by the Appointing Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligation of the Appointing Lender to the same extent, and as if, such Loan was made by the Appointing Lender. As to any Loan made by it, each Appointing Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Appointing Lender and (y) each Appointing Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Appointed Lender. No additional promissory notes shall be required with regard to Loans made by an Appointed Lender; provided, however, to the extent any Appointed Lender shall advance funds, the Appointing Lender shall be deemed to hold any promissory notes in its possession as an agent for such Appointed Lender to the extent of the Loan funded by such Appointed Lender. Such Appointing Lender shall act as administrative agent for its Appointed Lender and give and receive notices and communications hereunder. Any payments for the account of any Appointed Lender shall be paid to its Appointing Lender as administrative agent for such Appointed Lender and no Borrower or Agent shall be responsible for any Appointing Lender's application of any such payments. In addition, any Appointed Lender may (i) with notice to, but without the consent of the Company or the Administrative Agent, assign all or portions of its interests in any Loans to its Appointing Lender or to any financial institution consented to by the Company and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Appointed Lender and (ii) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety, credit or liquidity enhancement to such Appointed Lender. (b) Each party to this Agreement hereby agrees that it shall not institute against, or join any other person in instituting against any Appointed Lender any bankruptcy, reorganization, arrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Appointed Lender; provided that the Appointing Lender for each Appointed Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against such Appointed Lender. This Section 12.5 shall survive the termination of this Agreement.

Appointed Lenders. (a) Subject to the terms and conditions set forth in this Section 12.5(a11.4(a), any Lender may from time to time elect to designate an Eligible Appointee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided the designation of an Eligible Appointee by any Lender for purposes of this Section 12.5(a11.4(a) shall be subject to the approval of the Administrative Agent. Upon the execution by the parties to each such designation of an agreement in the form of Exhibit J G hereto (an "APPOINTMENT AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Appointee shall become an Appointed Lender for purposes of this Agreement. The Appointing Lender shall thereafter have the right to permit the Appointed Lender to provide all or a portion of the Loans to be made by the Appointing Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligation of the Appointing Lender to the same extent, and as if, such Loan was made by the Appointing Lender. As to any Loan made by it, each Appointing Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Appointing Lender and (y) each Appointing Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Appointed Lender. No additional promissory notes shall be required with regard to Loans made by an Appointed Lender; provided, however, to the extent any Appointed Lender shall advance funds, the Appointing Lender shall be deemed to hold any promissory notes in its possession as an agent for such Appointed Lender to the extent of the Loan funded by such Appointed Lender. Such Appointing Lender shall act as administrative agent for its Appointed Lender and give and receive notices and communications hereunder. Any payments for the account of any Appointed Lender shall be paid to its Appointing Lender as administrative agent for such Appointed Lender and no neither the Borrower or nor any Agent shall be responsible for any Appointing Lender's application of any such payments. In addition, any Appointed Lender may (i) with notice to, but without the consent of the Company or Borrower and the Administrative Agent, assign all or portions of its interests in any Loans to its Appointing Lender or to any financial institution consented to by the Company Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Appointed Lender and (ii) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety, credit or liquidity enhancement to such Appointed Lender. (b) Each party to this Agreement hereby agrees that it shall not institute against, or join any other person in instituting against any Appointed Lender any bankruptcy, reorganization, arrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Appointed Lender; provided that the Appointing Lender for each Appointed Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against such Appointed Lender. This Section 12.5 11.4 shall survive the termination of this Agreement.

Appointed Lenders. (a) Subject to the terms and conditions set forth in this Section 12.5(a11.4(a), any Lender may from time to time elect to designate an Eligible Appointee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided the designation of an Eligible Appointee by any Lender for purposes of this Section 12.5(a11.4(a) shall be subject to the approval of the Administrative Agent. Upon the execution by the parties to each such designation of an agreement in the form of Exhibit J G hereto (an "APPOINTMENT AGREEMENT") and the acceptance thereof by the Administrative Agent, the Eligible Appointee shall become an Appointed Lender for purposes of this Agreement. The Appointing Lender shall thereafter have the right to permit the Appointed Lender to provide all or a portion of the Loans to be made by the Appointing Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligation of the Appointing Lender to the same extent, and as if, such Loan was made by the Appointing Lender. As to any Loan made by it, each Appointing Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Appointing Lender and (y) each Appointing Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Appointed Lender. No additional promissory notes shall be required with regard to Loans made by an a Appointed Lender; provided, however, to the extent any Appointed Lender shall advance funds, the Appointing Lender shall be deemed to hold any promissory notes in its possession as an agent for such Appointed Lender to the extent of the Loan funded by such Appointed Lender. Such Appointing Lender shall act as administrative agent for its Appointed Lender and give and receive notices and communications hereunder. Any payments for the account of any Appointed Lender shall be paid to its Appointing Lender as administrative agent for such Appointed Lender and no neither the Borrower or nor any Agent shall be responsible for any Appointing Lender's application of any such payments. In addition, any Appointed Lender may (i) with notice to, but without the consent of the Company or Borrower and the Administrative Agent, assign all or portions of its interests in any Loans to its Appointing Lender or to any financial institution consented to by the Company Borrower and the Administrative Agent providing liquidity and/or credit facilities to or for the account of such Appointed Lender and (ii) subject to advising any such Person that such information is to be treated as confidential in accordance with such Person's customary practices for dealing with confidential, non-public information, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety, credit or liquidity enhancement to such Appointed Lender. (b) Each party to this Agreement hereby agrees that it shall not institute against, or join any other person in instituting against any Appointed Lender any bankruptcy, reorganization, arrangements, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Appointed Lender; provided that the Appointing Lender for each Appointed Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against such Appointed Lender. This Section 12.5 11.4 shall survive the termination of this Agreement.