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

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its agent under the Loan Documents and hereby authorizes the Administrative Agent to take such actions action as Administrative Agent on its behalf and to exercise such powers powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms hereofthereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any only those duties or obligations except those and responsibilities that are expressly set forth hereinspecified in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Each Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or may exercise any discretionary such powers, except discretionary rights and powers remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly contemplated hereby agree that the Administrative Agent is required to exercise not acting as a fiduciary of any Lender in writing by respect of the Required LendersLoan Documents, the Borrowers or otherwise, and (c) nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth hereinherein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to disclose, any information relating to the Lead Borrower or any of its Subsidiaries that is communicated Subsidiaries, other than as provided in Section 10.10(c) with respect to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintenance of the Required Lenders or in the absence of its own gross negligence or willful misconductRegister.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank Lender hereby irrevocably appoints Xxxxxxx Xxxxx Lending Partners LLC, as the Administrative Agent as its agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such actions action as Administrative Agent on its behalf and to exercise such powers powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms hereofthereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or obligations except those expressly set forth hereinthrough its agents or employees. Without limiting Notwithstanding the generality use of the foregoingword “Administrative Agent” as a defined term, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers Lenders expressly contemplated hereby agree that the Administrative Agent is required to exercise not acting as a fiduciary of any Lender in writing by respect of the Required LendersLoan Documents, the Borrower or otherwise, and (c) nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth hereinherein and therein. The provisions of this Section 9 (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12) are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to discloseHoldco, any information relating to the Borrower or any of its Subsidiaries that is communicated Subsidiaries, other than as provided in Section 10.10(c) with respect to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintenance of the Required Lenders or in the absence of its own gross negligence or willful misconductRegister.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C Issuer hereby irrevocably appoints the Bank of America to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and the L/C Issuer, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. (b) Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 9.05 or otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. The Collateral Agent shall not have any duties authority or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required responsibility to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating rights or remedies with respect to the Borrower Collateral or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductCollateral Documents.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank hereby irrevocably appoints appoints, designates and authorizes CF Global Credit, LP to act on its behalf as the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting provisions of this Article VIII are solely for the generality benefit of the foregoing, (a) the Administrative Agent and the Lenders, and neither Debtor nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not be subject intended to connote any fiduciary or other implied duties(or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead such term is used as a matter of market custom, regardless of whether a Default has occurred and is continuing, intended to create or reflect only an administrative relationship between contracting parties. (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be liable entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.9(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. (c) The Administrative Agent declares that it shall hold all Liens or Collateral governed by English law on trust for any action taken each of the Lenders on the terms contained in this Agreement. The rights, powers, authorities and discretions given to the Administrative Agent under or not taken by it in connection with the consent Loan Documents shall be supplemental to the Trustee Act 1925 (United Kingdom) and the Trustee Act 2000 (United Kingdom) and in addition to any which may be vested in the Administrative Agent by law or at the request regulation or otherwise. Section 1 of the Required Lenders Trustee Act 2000 (United Kingdom) shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 (United Kingdom) or the Trustee Act 2000 (United Kingdom) and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail and, in the absence case of its own gross negligence any inconsistency with the Trustee Act 2000 (United Kingdom), the provisions of this Agreement shall constitute a restriction or willful misconductexclusion for the purposes of the Trustee Act 2000 (United Kingdom).

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C Issuer hereby irrevocably appoints the Bank of America to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall not have rights as a third party beneficiary of any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, such provisions. (b) the Administrative Agent shall not have also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any duty and all Liens on Collateral granted by any of the Loan Parties to take secure any discretionary action of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or exercise otherwise for purposes of holding or enforcing any discretionary powersLien on the Collateral (or any portion thereof) granted under the Collateral Documents, except discretionary or for exercising any rights and powers expressly contemplated hereby that remedies thereunder at the Administrative Agent is required direction of Agent), shall be entitled to exercise in writing by the Required Lendersbenefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and (c) except attorneys-in-fact were the “collateral agent” under the Loan Documents as expressly if set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it full herein with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductrespect thereto.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C issuer hereby irrevocably appoints the Bank of America to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall not have rights as a third party beneficiary of any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, such provisions. (b) the Administrative Agent shall not have also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any duty and all Liens on any collateral security held by Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to take Section 9.05 or otherwise for purposes of holding or enforcing any discretionary action Lien on any collateral security (or exercise any discretionary powersportion thereof) held by Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, except discretionary or for exercising any rights and powers expressly contemplated hereby that remedies thereunder at the Administrative Agent is required direction of Agent), shall be entitled to exercise in writing by the Required Lendersbenefits of all provisions of this Article IX and Article XI, as though such co-agents, sub-agents and (c) except attorneys-in-fact were the “collateral agent” under the Loan Documents as expressly if set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it full herein with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductrespect thereto.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C issuer hereby irrevocably appoints the Bank of America to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall not have rights as a third party beneficiary of any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, such provisions. (b) the Administrative Agent shall not have also act as the "collateral agent" under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any duty and all Liens on Collateral granted by any of the Loan Parties to take secure any discretionary action of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as "collateral agent" and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or exercise otherwise for purposes of holding or enforcing any discretionary powersLien on the Collateral (or any portion thereof) granted under the Collateral Documents, except discretionary or for exercising any rights and powers expressly contemplated hereby that remedies thereunder at the Administrative Agent is required direction of Agent), shall be entitled to exercise in writing by the Required Lendersbenefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and (c) except attorneys-in-fact were the "collateral agent" under the Loan Documents as expressly if set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it full herein with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductrespect thereto.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C Issuer hereby irrevocably appoints the Bank of America to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent provisions of this Article are solely for the benefit of Agent, the L/C Issuer and the Lenders and neither Borrower nor any other Loan Party shall not have rights as a third party beneficiary of any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, such provisions. (b) the Administrative Agent shall not have also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any duty and all Liens on Collateral granted by any of the Loan Parties to take secure any discretionary action of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub- agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or exercise otherwise for purposes of holding or enforcing any discretionary powersLien on the Collateral (or any portion thereof) granted under the Collateral Documents, except discretionary or for exercising any rights and powers expressly contemplated hereby that remedies thereunder at the Administrative Agent is required direction of Agent), shall be entitled to exercise in writing by the Required Lendersbenefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and (c) except attorneys-in-fact were the “collateral agent” under the Loan Documents as expressly if set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it full herein with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductrespect thereto.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A.[Xxxxxx Xxxxxxx Senior Funding, Inc.], as the Administrative Agent as its agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such actions action as Administrative Agent on its behalf and to exercise such powers powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms hereofthereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or obligations except those expressly set forth hereinthrough its agents or employees. Without limiting Notwithstanding the generality use of the foregoingword “Administrative Agent” as a defined term, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers Lenders expressly contemplated hereby agree that the Administrative Agent is required to exercise not acting as a fiduciary of any Lender in writing by respect of the Required LendersLoan Documents, the Borrower or otherwise, and (c) nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth hereinherein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to discloseHoldco, any information relating to the Borrower or any of its Subsidiaries that is communicated Subsidiaries, other than as provided in Section 10.10(c) with respect to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintenance of the Required Lenders or in the absence of its own gross negligence or willful misconductRegister.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its agent under the Loan Documents and hereby authorizes the Administrative Agent to take such actions action as Administrative Agent on its behalf and to exercise such powers powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms hereofthereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any only those duties or obligations except those and responsibilities that are expressly set forth hereinspecified in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Each Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or may exercise any discretionary such powers, except discretionary rights and powers remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly contemplated hereby agree that the Administrative Agent is required to exercise not acting as a fiduciary of any Lender in writing by respect of the Required LendersLoan Documents, the Borrower or otherwise, and (c) nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth hereinherein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated Subsidiaries, other than as provided in Section 10.10(c) with respect to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintenance of the Required Lenders or in the absence of its own gross negligence or willful misconductRegister.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank Lender hereby irrevocably appoints [Xxxxxx Xxxxxxx Senior Funding, Inc.], as the Administrative Agent as its agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such actions action as Administrative Agent on its behalf and to exercise such powers powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms hereofthereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or obligations except those expressly set forth hereinthrough its agents or employees. Without limiting Notwithstanding the generality use of the foregoingword “Administrative Agent” as a defined term, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers Lenders expressly contemplated hereby agree that the Administrative Agent is required to exercise not acting as a fiduciary of any Lender in writing by respect of the Required LendersLoan Documents, the Borrower or otherwise, and (c) nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth hereinherein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to discloseHoldco, any information relating to the Borrower or any of its Subsidiaries that is communicated Subsidiaries, other than as provided in Section 10.10(c) with respect to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintenance of the Required Lenders or in the absence of its own gross negligence or willful misconductRegister.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C issuer hereby irrevocably appoints the LaSalle to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither the Company nor any other Loan Party shall not have rights as a third party beneficiary of any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, such provisions. (b) the Administrative Agent shall not have also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any duty and all Liens on Collateral granted by any of the Loan Parties to take secure any discretionary action of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 14.5 or exercise otherwise for purposes of holding or enforcing any discretionary powersLien on the Collateral (or any portion thereof) granted under the Collateral Documents, except discretionary or for exercising any rights and powers expressly contemplated hereby that remedies thereunder at the Administrative Agent is required direction of Agent), shall be entitled to exercise in writing by the Required Lendersbenefits of all provisions of this Section 14 and Section 16, as though such co-agents, sub-agents and (c) except attorneys-in-fact were the “collateral agent” under the Loan Documents as expressly if set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it full herein with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductrespect thereto.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct.

Appointment and Authorization of Administrative Agent. Each of the Lenders and each Issuing Bank Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such actions action as Administrative Agent on its behalf and to exercise such powers powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms hereofthereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have any only those duties or obligations except those and responsibilities that are expressly set forth hereinspecified in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Each Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or may exercise any discretionary such powers, except discretionary rights and powers remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly contemplated hereby agree that the Administrative Agent is required to exercise not acting as a fiduciary of any Lender in writing by respect of the Required LendersLoan Documents, the Borrowers or otherwise, and (c) nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth hereinherein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to disclose, any information relating to the Lead Borrower or any of its Subsidiaries that is communicated Subsidiaries, other than as provided in Section 10.10(c) with respect to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintenance of the Required Lenders or in the absence of its own gross negligence or willful misconductRegister.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C issuer hereby irrevocably appoints the Bank of America to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither Borrowers nor any other Loan Party shall not have rights as a third party beneficiary of any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, such provisions. (b) the Administrative Agent shall not have also act as the "collateral agent" under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any duty and all Liens on Collateral granted by any of the Loan Parties to take secure any discretionary action of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as "collateral agent" and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or exercise otherwise for purposes of holding or enforcing any discretionary powersLien on the Collateral (or any portion thereof) granted under the Collateral Documents, except discretionary or for exercising any rights and powers expressly contemplated hereby that remedies thereunder at the Administrative Agent is required direction of Agent), shall be entitled to exercise in writing by the Required Lendersbenefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and (c) except attorneys-in-fact were the "collateral agent" under the Loan Documents as expressly if set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it full herein with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductrespect thereto.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and each Issuing Bank the L/C issuer hereby irrevocably appoints the Bank of America to act on its behalf as Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. (b) Administrative Agent shall not have also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any duties and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 9.5 or obligations except those expressly otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it full herein with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconductrespect thereto.