Common use of Appointment and Authorization; "Administrative Agent Clause in Contracts

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan 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 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. (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XI, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.0910.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" “Administrative Agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Issuing Bank L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank the L/C Issuer with respect thereto; provided, however, that the Issuing Bank L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI X with respect to any acts taken or omissions suffered by the Issuing Bank L/C Issuer in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "“Administrative Agent", ,” as used in this Article XIX, included the Issuing Bank L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing BankL/C Issuer.

Appointment and Authorization; "Administrative Agent. (a) Each Lender (including each Lender in its capacity as a counterparty under a Secured Swap Agreement) hereby irrevocably (subject to Section 11.0910.10) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan 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 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. (b) The Issuing Bank Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Requisite Lenders to act for such Issuing Bank Lender with respect thereto; provided, however, that the Issuing Bank Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI Section 10 with respect to any acts taken or omissions suffered by the Issuing Bank Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "“Administrative Agent"”, as used in this Article XISection 10, included the Issuing Bank Lender with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing BankLender.

Appointment and Authorization; "Administrative Agent. (a) Each Lender Bank hereby irrevocably (subject to Section 11.0910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, 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. 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 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. (b) The Issuing Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders Banks to act for such Issuing Bank with respect thereto; providedPROVIDED, howeverHOWEVER, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI X with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit Issued by it (including the Existing Letters of Credit) or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", ," as used in this Article XIX, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank. (c) The provisions of this Article X shall survive the payment of all Obligations hereunder and inure to the benefit of BofA, including after its resignation or replacement as the Administrative Agent, as to any actions taken or omitted to be taken by BofA while it was the Administrative Agent.

Appointment and Authorization; "Administrative Agent. (a) Each ----------------------------------------------------- Lender hereby irrevocably (subject to Section 11.0910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each the other Loan Document Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any the other Loan DocumentDocuments, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilitiesresponsibilities to, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with with, any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or into any other Loan 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 and the Documentation 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 in the case of the Administrative Agent to create or reflect only an administrative relationship between independent contracting parties. (b) . The Issuing Bank Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it issued under this Agreement and the documents associated therewith until such time therewith. It is understood and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided, however, agreed that the Issuing Bank Lender (a) shall have all of the benefits benefit and immunities (i) provided to the Administrative Agent in this Article XI Section 10 with respect to any acts taken or omissions suffered by the Issuing Bank Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it issued under this Agreement and the application and agreements for letters of credit pertaining to the Letters of Credit documents associated therewith as fully as if the term "Administrative Agent", as used in this Article XISection 10, included the such Issuing Bank Lender with respect to such acts or omissions, omissions and (ii) as additionally provided in this Agreement and (b) shall, with respect to the Revolving Credit Lenders, have all of the benefits of the provisions of Section 10.7 as fully as if the term "Administrative Agent", as used in Section 10.7, included the Issuing BankLender.

Appointment and Authorization; "Administrative Agent. (a) Each Lender Bank hereby irrevocably (subject to Section 11.099.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, 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 Loan 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 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.any (b) The Issuing Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit Issued issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders Requisite Banks to act for such Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI Section 9 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit Issued issued by it or proposed to be Issued issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XISection 9, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.0910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or any other Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or any other Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent or any other 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. (b) The Issuing Bank shall Each Revolving Lender hereby irrevocably (subject to Section 10.9) appoints the Fronting Lender to act on behalf of the Revolving Lenders with respect to any Letters of Credit Issued by it, any Acceptances created by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank Fronting Lender with respect thereto; provided, however, that the Issuing Bank Fronting Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI X with respect to any acts taken or omissions suffered by the Issuing Bank Fronting Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it, Acceptances created by it or proposed to be created by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", ," as used in this Article XIX, included the Issuing Bank Fronting Lender with respect to such acts or omissions, omissions and (ii) as additionally provided in this Agreement with respect to the Issuing BankFronting Lender.

Appointment and Authorization; "Administrative Agent. (a) Each Lender ---------------------------------------------------- hereby irrevocably (subject to Section 11.0910.9) appoints, designates and authorizes ------------ the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each the other Loan Document Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any the other Loan DocumentDocuments, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilitiesresponsibilities to, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with with, any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or into any other Loan 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 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 in the case of the Administrative Agent to create or reflect only an administrative relationship between independent contracting parties. (b) . The Issuing Bank Lender shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit Issued by it issued under this Agreement and the documents associated therewith until such time therewith. It is understood and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided, however, agreed that the Issuing Bank Lender (a) shall have all of the benefits benefit and immunities (i) provided to the Administrative Agent in this Article XI Section 10 with respect to any acts taken or omissions suffered by the ---------- Issuing Bank Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it issued under this Agreement and the application and agreements for letters of credit pertaining to the Letters of Credit documents associated therewith as fully as if the term "Administrative Agent", as used in this Article XISection 10, included the such Issuing Bank Lender with respect to ---------- such acts or omissions, omissions and (ii) as additionally provided in this Agreement and (b) shall, with respect to the Revolving Credit Lenders, have all of the benefits of the provisions of Section 10.7 as fully as if the term ------------ "Administrative Agent", as used in Section 10.7, included the Issuing Bank.Lender. ------------

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.0910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan 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 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. (b) The Each Issuing Bank Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Required Lenders to act for such Issuing Bank Lender with respect thereto; provided, however, that the each Issuing Bank Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI Section 10 with respect to any acts taken or omissions suffered by the such Issuing Bank Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XI, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.agreements

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.0910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan 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 fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Issuing Bank shall Each Revolving Lender hereby irrevocably (subject to Section 10.9) appoints the Swing Line Lender to act on behalf of the Revolving Lenders with respect to any Letters of Credit Issued Swing Line Loans made by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank the Swing Line Lender with respect thereto; provided, however, provided that the Issuing Bank Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI X with respect to any acts taken or omissions suffered by the Issuing Bank Swing Line Lender in connection with Letters of Credit Issued Swing Line Loans made by it or proposed to be Issued made by it and the application and agreements for letters of credit pertaining to the Letters of Credit it, in each case, as fully as if the term "Administrative Agent", ," as used in this Article XIX, included the Issuing Bank Swing Line Lender with respect to such acts or omissions, omissions and (ii) as additionally provided in this Agreement with respect to the Issuing BankSwing Line Lender.

Appointment and Authorization; "Administrative Agent. (a) Each Lender Bank hereby irrevocably (subject to Section 11.099.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, 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. 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 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. (b) The Issuing Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders Required Banks to act for such Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XIIX, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.09SECTION 10.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan 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 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. (b) The Each Issuing Bank Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Required Lenders to act for such Issuing Bank Lender with respect thereto; providedPROVIDED, howeverHOWEVER, that the each Issuing Bank Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI ARTICLE X with respect to any acts taken or omissions suffered by the such Issuing Bank Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XIARTICLE X, included the such Issuing Bank Lender with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to such Issuing Lender. (c) The Swing Line Lender shall have all of the Issuing Bankbenefits and immunities (i) provided to the Administrative Agent in this ARTICLE X with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Administrative Agent", as used in this ARTICLE X, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization; "Administrative Agent. (a) Each Lender Bank hereby irrevocably (subject to Section 11.0910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, 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. 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 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. (b) The Issuing Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI 10 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XI10, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.099.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, 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 Loan 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 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. (b) The Issuing Bank Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Requisite Lenders to act for such Issuing Bank Lender with respect thereto; provided, however, that the Issuing Bank Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI Section 9 with respect to any acts taken or omissions suffered by the Issuing Bank Lender in connection with Letters of Credit Issued issued by it or proposed to be Issued issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XISection 9, included the Issuing Bank Lender with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing BankLender.

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.0910.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or any other Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or any other Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent or any other 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. (b) The Issuing Bank shall Each Lender hereby irrevocably (subject to Section 10.09) appoints the Fronting Lender to act on behalf of the Lenders with respect to any Letters of Credit Issued by it, any Acceptances created by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Required Lenders to act for such Issuing Bank Fronting Lender with respect thereto; provided, however, that the Issuing Bank Fronting Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI X with respect to any acts taken or omissions suffered by the Issuing Bank Fronting Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it, Acceptances created by it or proposed to be created by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XIX, included the Issuing Bank Fronting Lender with respect to such acts or omissions, omissions and (ii) as additionally provided in this Agreement with respect to the Issuing BankFronting Lender.

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.09SECTION 10.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan 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 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. (b) The Issuing Bank Each Issuer shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Required Lenders to act for such Issuing Bank Issuer with respect thereto; providedPROVIDED, howeverHOWEVER, that the Issuing Bank such Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI ARTICLE X with respect to any acts taken or omissions suffered by the Issuing Bank Issuer in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XIARTICLE X, included the Issuing Bank such Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Banksuch Issuer.

Appointment and Authorization; "Administrative Agent. (a) Each Lender hereby irrevocably (subject to Section 11.0910.9) ------------ appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, 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 Loan 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 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. (b) The Each Issuing Bank Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Required Lenders to act for such Issuing Bank Lender with respect thereto; provided, however, that the each Issuing Bank Lender shall have -------- ------- all of the benefits and immunities (i) provided to the Administrative Agent in this Article XI X with respect to any acts taken or omissions suffered --------- by the such Issuing Bank Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Article XIX, included the such Issuing Bank --------- Lender with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to such Issuing Lender. (c) The Swing Line Lender shall have all of the Issuing Bankbenefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions --------- suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Administrative Agent", as used in this Article X, included the --------- Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.