Common use of Appointment Authority and Duties of Agents Clause in Contracts

Appointment Authority and Duties of Agents. (a) Each Lender hereby irrevocably appoints and designates Congress to serve as Administrative Agent on the terms and subject to the conditions set forth herein and hereby appoints and designates BankBoston to serve as Collateral Agent on the terms and subject to the conditions set forth herein. Each Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized each Agent to, enter into all Financing Agreements to which such Agent is to be a party on the Closing Date and all amendments thereto and all other Financing Agreements thereafter executed by any Obligor, and to exercise such rights and powers under this Agreement and the other Financing Agreements as are specifically delegated to such Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by either or both Agents or the Required Lenders in accordance with the provisions of this Agreement or the other Financing Agreements, and the exercise by either or both Agents or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. (b) Collateral Agent shall have the sole and exclusive right and authority (subject to the direction of the Required Lenders) to (i) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Financing Agreements; (ii) execute and deliver as Collateral Agent each Financing Agreement to which it is a party and accept delivery of each such agreement delivered by Borrowers or any other Obligor; (iii) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the other Financing Agreements with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided, that Collateral Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Collateral Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to Borrowers' Deposit Accounts maintained with, and all cash and cash equivalents held by, such Lender; (iv) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (v) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Collateral Agent with respect to any of the Collateral under the Financing Agreements relating thereto, Applicable Law or otherwise. (c) The duties of each Agent shall be ministerial and administrative in nature, and neither Agent shall have by reason of this Agreement or any other Financing Agreement a fiduciary relationship with any Lender (or any Lender's Participants). Unless and until its authority to do so is revoked in writing by the Required Lenders, Agents alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings set forth herein), or whether to impose, release, increase or decrease any reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate each Agent from any liability to Lenders or any other Person for any errors in judgment. (d) Neither Agent (which term, as used in this sentence, shall include reference to each Agent's Affiliates and to the officers, directors, employees and agents of each Agent's Affiliates) shall: (a) have any duties or responsibilities except those expressly set forth in this Agreement and the other Financing Agreements or (b) be required to take, initiate or conduct any litigation, foreclosure or collection proceedings hereunder or under any of the other Financing Agreements except to the extent directed to do so by the Required Lenders during the continuance of any Event of Default. The conferral upon Agents of any right hereunder shall not imply a duty on such Agent's part to exercise any such right unless instructed to do so by the Required Lenders in accordance with this Agreement. (e) Each Agent may perform any of its duties by or through its agents and employees and may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Borrowers shall promptly (and in any event, ON DEMAND) reimburse each Agent for all reasonable expenses (including all Extraordinary Expenses) incurred by such Agent pursuant to any of the provisions hereof or of any of the other Financing Agreements or in the execution of any of such Agent's duties hereby or thereby created or in the exercise of any right or power herein or therein imposed or conferred upon it or Lenders (excluding, however, general overhead expenses), and each Lender agrees promptly to pay to such Agent, ON DEMAND, such Lender's Pro Rata share of any such reimbursement for expenses (including Extraordinary Expenses) that is not timely made by Borrowers to such Agent. (f) The rights, remedies, powers and privileges conferred upon Agents hereunder and under the other Financing Agreements may be exercised by Agents without the necessity of the joinder of any other parties unless otherwise required by Applicable Law. If Agents shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other Financing Agreements, Agents shall be entitled to refrain from such act or taking such action unless and until Agents shall have received instructions from the Required Lenders; and Agents shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or refraining from acting hereunder or under any of the Financing Agreements pursuant to or in accordance with the instructions of the Required Lenders except for such Agent's own gross negligence or willful misconduct in connection with any action taken by it. Notwithstanding anything to the contrary contained in this Agreement, neither Agent shall be required to take any action that is in its opinion contrary to Applicable Law or the terms of any of the Financing Agreements or that would in its reasonable opinion subject it or any of its officers, employees or directors to personal liability; provided, however, that if an Agent shall fail or refuse to take action that is not contrary to Applicable Law or to any of the terms of any of the Financing Agreements even if such action in such Agent's opinion would subject it to potential liability, the Required Lenders may remove such Agent and appoint a successor Agent in the same manner and with the same effects as is provided in this Agreement with respect to such Agent's resignation. (g) Each Agent shall promptly, upon receipt thereof, forward to each Lender (i) copies of any significant written notices, reports, certificates and other information received by such Agent from any Obligor (but only if and to the extent such Obligor is not required by the terms of the Financing Agreements to supply such information directly to Lenders) and (ii) copies of the results of any field audits by such Agent with respect to Borrowers. No Agent shall have any liability to any Lender for any errors in or omissions from any field audit or other examination of Borrowers or the Collateral, unless such error or omission was the direct result of such Agent's willful misconduct.

Appointment Authority and Duties of Agents. (a) Each Lender hereby irrevocably appoints and designates Congress to serve as Administrative Agent on the terms and subject to the conditions set forth herein and hereby appoints and designates BankBoston Fleet National Bank to serve as Collateral Agent on the terms and subject to the conditions set forth herein. Each Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized each Agent to, enter into all DIP Financing Agreements Documents to which such Collateral Agent is to be a party on the Closing Date and all amendments thereto and all other DIP Financing Agreements Documents thereafter executed by any Obligor, and to exercise such rights and powers under this Agreement and the other DIP Financing Agreements Documents as are specifically delegated to such Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by either or both Agents or the Required Lenders in accordance with the provisions of this Agreement or the other DIP Financing AgreementsDocuments, and the exercise by either or both Agents or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. (b) Collateral Agent shall have the sole and exclusive right and authority (subject to the direction of the Required Lenders) to (i) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other DIP Financing AgreementsDocuments; (ii) execute and deliver as Collateral Agent each DIP Financing Agreement Document to which it is a party and accept delivery of each such agreement delivered by Borrowers or any other Obligor; (iii) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the other DIP Financing Agreements Documents with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided, that Collateral Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Collateral Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to Borrowers' Deposit Accounts maintained with, and all cash and cash equivalents held by, such Lender; (iv) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (v) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Collateral Agent with respect to any of the Collateral under the DIP Financing Agreements Documents relating thereto, Applicable Law or otherwise. (c) The duties of each Agent shall be ministerial and administrative in nature, and neither Agent shall have by reason of this Agreement or any other DIP Financing Agreement Document a fiduciary relationship with any Lender (or any Lender's Participants). Unless and until its authority to do so is revoked in writing by the Required Lenders, Agents alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings set forth herein), or whether to impose, release, increase or decrease any reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate each Agent from any liability to Lenders or any other Person for any errors in judgment. (d) Neither Agent (which term, as used in this sentence, shall include reference to each Agent's Affiliates and to the officers, directors, employees and agents of each Agent's Affiliates) shall: (a) have any duties or responsibilities except those expressly set forth in this Agreement and the other DIP Financing Agreements Documents or (b) be required to take, initiate or conduct any litigation, foreclosure or collection proceedings hereunder or under any of the other DIP Financing Agreements Documents except to the extent directed to do so by the Required Lenders during the continuance of any Event of Default. The conferral upon Agents of any right hereunder shall not imply a duty on such Agent's part to exercise any such right unless instructed to do so by the Required Lenders in accordance with this Agreement. (e) Each Agent may perform any of its duties by or through its agents and employees and may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Borrowers shall promptly (and in any event, ON DEMAND) reimburse each Agent for all reasonable expenses (including all Extraordinary Expenses) incurred by such Agent pursuant to any of the provisions hereof or of any of the other DIP Financing Agreements Documents or in the execution of any of such Agent's duties hereby or thereby created or in the exercise of any right or power herein or therein imposed or conferred upon it or Lenders (excluding, however, general overhead expenses), and each Lender agrees promptly to pay to such Agent, ON DEMAND, such Lender's Pro Rata share of any such reimbursement for expenses (including Extraordinary Expenses) that is not timely made by Borrowers to such Agent. (f) The rights, remedies, powers and privileges conferred upon Agents hereunder and under the other DIP Financing Agreements Documents may be exercised by Agents without the necessity of the joinder of any other parties unless otherwise required by Applicable Law. If Agents shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other DIP Financing AgreementsDocuments, Agents shall be entitled to refrain from such act or taking such action unless and until Agents shall have received instructions from the Required Lenders; and Agents shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or refraining from acting hereunder or under any of the DIP Financing Agreements Documents pursuant to or in accordance with the instructions of the Required Lenders except for such Agent's own gross negligence or willful misconduct in connection with any action taken by it. Notwithstanding anything to the contrary contained in this Agreement, neither Agent shall be required to take any action that is in its opinion contrary to Applicable Law or the terms of any of the DIP Financing Agreements Documents or that would in its reasonable opinion subject it or any of its officers, employees or directors to personal liability; provided, however, that if an Agent shall fail or refuse to take action that is not contrary to Applicable Law or to any of the terms of any of the DIP Financing Agreements Documents even if such action in such Agent's opinion would subject it to potential liability, the Required Lenders may remove such Agent and appoint a successor Agent in the same manner and with the same effects as is provided in this Agreement with respect to such Agent's resignation. (g) Each Agent shall promptly, upon receipt thereof, forward to each Lender (i) copies of any significant written notices, reports, certificates and other information received by such Agent from any Obligor (but only if and to the extent such Obligor is not required by the terms of the DIP Financing Agreements Documents to supply such information directly to Lenders) and (ii) copies of the results of any field audits by such Agent with respect to Borrowers. No Agent shall have any liability to any Lender for any errors in or omissions from any field audit or other examination of Borrowers or the Collateral, unless such error or omission was the direct result of such Agent's willful misconduct.

Appointment Authority and Duties of Agents. (a) Each Lender hereby irrevocably appoints and designates Congress to serve Bank as Administrative Agent on the terms and subject to the conditions set forth act as herein and hereby appoints and designates BankBoston to serve as Collateral Agent on the terms and subject to the conditions set forth hereinspecified. Each Administrative Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized each Administrative Agent to, enter into all Financing Agreements Credit Documents to which such Administrative Agent is or is intended to be a party on the Closing Date and all amendments thereto hereto and all other Financing Agreements thereafter Security Documents at any time executed by any ObligorBorrower, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 13, to exercise such rights and powers under this Agreement and the other Financing Agreements Credit Documents as are specifically delegated to such Administrative Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender hereby appoints Xxxxx Fargo Foothill, LLC as Syndication Agent and The CIT Group/Business Credit, Inc., LaSalle Bank National Association and Wachovia Capital Finance Corporation (Central) as Co-Documentation Agents under this Agreement; provided, however, that neither Syndication Agent nor Co-Documentation Agents shall have any right, power, obligation, liability, responsibility or duty under this Agreement or any of the other Credit Documents other than as expressly provided for herein. Each Lender agrees that any action taken by either or both Agents any Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Financing AgreementsCredit Documents, and the exercise by either or both Agents any Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. (b) Collateral . Without limiting the generality of the foregoing, Administrative Agent shall have the sole and exclusive right and authority (subject to the direction of the Required Lenders) to (ia) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Financing AgreementsCredit Documents; (iib) execute and deliver as Collateral Administrative Agent each Financing Agreement to which it is a party Credit Document and accept delivery of each such agreement delivered by Borrowers any or any other Obligorall Borrowers; (iiic) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the other Financing Agreements Security Documents with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided, provided that Collateral Administrative Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Collateral Administrative Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to Borrowers' a Borrower’s Deposit Accounts maintained with, and all cash and cash equivalents Cash Equivalents held by, such Lender; (ivd) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (ve) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Collateral Administrative Agent with respect to any of the Collateral under the Financing Agreements Credit Documents relating thereto, Applicable Law or otherwise. (c) . The duties of each Agent shall be ministerial and administrative in nature, and neither Agent shall have by reason of this Agreement or any other Financing Agreement Credit Document a fiduciary relationship with any Lender (or any Lender's Participants’s participants). Unless and until its authority to do so is revoked in writing by the Required Lenders, Agents Administrative Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings set forth hereingiven to such terms in Section 1 hereof), or whether to impose, release, increase impose or decrease release any reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate each Administrative Agent from any liability to Lenders or any other Person for any errors in judgment. (d) 12.1.1. Neither Agent (which term, as used in this sentence, shall include reference to each Agent's ’s officers, directors, employees, attorneys, agents and Affiliates and to the officers, directors, employees employees, attorneys and agents of each Agent's ’s Affiliates) shall: (a) have any duties or responsibilities except those expressly set forth in this Agreement and the other Financing Agreements Credit Documents or (b) be required to take, initiate or conduct any litigation, foreclosure or collection proceedings hereunder or under any of the other Financing Agreements Credit Documents except to the extent directed to do so by the Required Lenders during the continuance of any Event of Default. The conferral upon Agents any Agent of any right hereunder shall not imply a duty on such any Agent's ’s part to exercise any such right unless instructed to do so by the Required Lenders in accordance with this Agreement. (e) 12.1.2. Each Agent may perform any of its duties by or through its agents and employees and may employ agents and attorneys-in-fact one or more Agent Professionals and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact Agent Professionals selected by it with reasonable care. Borrowers shall promptly (and in any event, ON DEMANDon demand) reimburse each Agent acting in its capacity as such for all reasonable expenses (including all Extraordinary Expenses) incurred by such Agent pursuant to and in accordance with any of the provisions hereof or of any of the other Financing Agreements Credit Documents or in the execution of any of such each Agent's ’s duties hereby or thereby created or in the exercise of any right or power herein or therein imposed or conferred upon it or Lenders (excluding, however, general overhead expenses), and each Lender agrees promptly to pay to such each Agent, ON DEMANDon demand, such Lender's ’s Pro Rata share of any such reimbursement for expenses (including Extraordinary Expenses) that is not timely made by Borrowers to such Agent. (f) 12.1.3. The rights, remedies, powers and privileges conferred upon Agents hereunder and under the other Financing Agreements Credit Documents may be exercised by Agents without the necessity of the joinder of any other parties unless otherwise required by Applicable Law. If Agents an Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other Financing AgreementsCredit Documents, Agents such Agent shall be entitled to refrain from such act or taking such action unless and until Agents such Agent shall have received instructions from the Required Lenders; and Agents such Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or refraining from acting hereunder or under any of the Financing Agreements Credit Documents pursuant to or in accordance with the instructions of the Required Lenders except for such Agent's ’s own gross negligence or willful misconduct in connection with any action taken by it. Notwithstanding anything to the contrary contained in this Agreement, neither Agent shall be required to take any action that is in its opinion contrary to Applicable Law or the terms of any of the Financing Agreements Credit Documents or that would in its reasonable opinion subject it or any of its officers, employees or directors to personal liability; provided, however, that if an Agent shall fail or refuse to take action that is not contrary to Applicable Law or to any of the terms of any of the Financing Agreements Credit Documents even if such action in such Agent's ’s opinion would subject it to potential liability, the Required Lenders may remove such Agent and appoint a successor Agent agent in the same manner and with the same effects as is provided in this Agreement with respect to such Agent's ’s resignation. (g) Each 12.1.4. Administrative Agent shall promptly, upon receipt thereof, forward to each Lender (i) copies of any significant written notices, reports, certificates and other information received by such Administrative Agent from any Obligor Borrower (but only if and to the extent such Obligor Borrower is not required by the terms of the Financing Agreements Credit Documents to supply such information directly to Lenders) and (ii) copies of the results of any field audits by such Administrative Agent with respect to Borrowers. No Administrative Agent shall have any no liability to any Lender for any errors in or omissions from any field audit or other examination of Borrowers or the Collateral, unless such error or omission was the direct result of Administrative Agent’s willful misconduct. Administrative Agent shall conduct not less than 1 Inventory Appraisal per calendar year, but shall have no liability to any Lender for any delays in conducting or errors in or omissions from any such appraisal or other examination of Borrowers or the Collateral, unless such delay or error or omission is a direct result of Agent's ’s willful misconduct.

Appointment Authority and Duties of Agents. (a) 12.1.1. Each Lender hereby irrevocably appoints and designates Congress to serve Fleet as Administrative Agent on the terms and subject to the conditions set forth act as herein and hereby appoints and designates BankBoston to serve as Collateral Agent on the terms and subject to the conditions set forth hereinspecified. Each Administrative Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized each Administrative Agent to, enter into all Financing Agreements Loan Documents to which such Administrative Agent is or is intended to be a party on the Closing Date and all amendments thereto hereto and all other Financing Agreements thereafter Security Documents at any time executed by any ObligorBorrower, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 12, to exercise such rights and powers under this Agreement and the other Financing Agreements Loan Documents as are specifically delegated to such Administrative Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender hereby appoints GECC as Syndication Agent, provided, however, that Syndication Agent shall not have any rights, power, obligation, liability, responsibility or duty under this Agreement or any of the other Loan Documents other than as expressly provided for herein. Each Lender agrees that any action taken by either or both Agents Administrative Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Financing AgreementsLoan Documents, and the exercise by either or both Agents Administrative Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. (b) Collateral . Without limiting the generality of the foregoing, Administrative Agent shall have the sole and exclusive right and authority (subject to the direction of the Required Lenders) to (ia) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Financing AgreementsLoan Documents; (iib) execute and deliver as Collateral Administrative Agent each Financing Agreement to which it is a party Loan Document and accept delivery of each such agreement delivered by any or all Borrowers or any other Obligor; (iiic) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the other Financing Agreements Security Documents with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided, that Collateral Administrative Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Collateral Agent Agents and the other Lenders for purposes of the perfection of all security interests and Liens with respect to Borrowers' a Borrower’s Deposit Accounts maintained with, and all cash and cash equivalents Cash Equivalents held by, such Lender; (ivd) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (ve) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Collateral Administrative Agent with respect to any of the Collateral under the Financing Agreements Loan Documents relating thereto, Applicable Law or otherwise. (c) . The duties of each Administrative Agent shall be ministerial and administrative in nature, and neither no Agent shall have by reason of this Agreement or any other Financing Agreement Loan Document a fiduciary relationship with any Lender (or any Lender's Participants’s participants). Unless and until its authority to do so is revoked in writing by the Required Lenders, Agents Administrative Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings set forth hereingiven to such terms in Appendix A), or whether to impose, release, increase impose or decrease release any discretionary reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate each Administrative Agent from any liability to Lenders or any other Person for any errors in judgment. (d) Neither 12.1.2. No Agent (which term, as used in this sentence, shall include reference to each Agent's ’s officers, directors, employees, attorneys, agents and Affiliates and to the officers, directors, employees employees, attorneys and agents of each Agent's ’s Affiliates) shall: (a) have any duties or responsibilities except those expressly set forth in this Agreement and the other Financing Agreements Loan Documents or (b) be required to take, initiate or conduct any litigation, foreclosure or collection proceedings hereunder or under any of the other Financing Agreements Loan Documents, except to the extent directed to do so by the Required Lenders during the continuance of any Event of Default. The conferral upon Agents Administrative Agent of any right hereunder shall not imply a duty on such Administrative Agent's ’s part to exercise any such right unless instructed to do so by the Required Lenders in accordance with this Agreement. (e) Each 12.1.3. Administrative Agent may perform any of its duties by or through its agents and employees and may employ agents and attorneys-in-fact one or more Agent Professionals and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact Agent Professionals selected by it with reasonable care. Borrowers shall promptly (and in any event, ON DEMANDon demand) reimburse each Administrative Agent for all reasonable expenses (including all Extraordinary Expenses) incurred by such Administrative Agent pursuant to any of the provisions hereof or of any of the other Financing Agreements Loan Documents or in the execution of any of such Administrative Agent's ’s duties hereby or thereby created or in the exercise of any right or power herein or therein imposed or conferred upon it or Lenders (excluding, however, general overhead expenses), and each Lender agrees promptly to pay to such Administrative Agent, ON DEMANDon demand, such Lender's ’s Pro Rata share of any such reimbursement for expenses (including Extraordinary Expenses) that is not timely made by Borrowers to such Administrative Agent. (f) 12.1.4. The rights, remedies, powers and privileges conferred upon Agents Administrative Agent hereunder and under the other Financing Agreements Loan Documents may be exercised by Agents Administrative Agent without the necessity of the joinder of any other parties unless otherwise required by Applicable Law. If Agents Administrative Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other Financing AgreementsLoan Documents, Agents Administrative Agent shall be entitled to refrain from such act or taking such action unless and until Agents Administrative Agent shall have received instructions from the Required Lenders; and Agents Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or refraining from acting hereunder or under any of the Financing Agreements Loan Documents pursuant to or in accordance with the instructions of the Required Lenders except for such Administrative Agent's ’s own gross negligence or willful misconduct in connection with any action taken by it. Notwithstanding anything to the contrary contained in this Agreement, neither Administrative Agent shall not be required to take any action that is in its opinion contrary to Applicable Law or the terms of any of the Financing Agreements Loan Documents or that would in its reasonable opinion subject it or any of its officers, employees or directors to personal liability; provided, however, that if an Administrative Agent shall fail or refuse to take action that is not contrary to Applicable Law or to any of the terms of any of the Financing Agreements Loan Documents even if such action in such Administrative Agent's ’s opinion would subject it to potential liability, the Required Lenders may remove such Administrative Agent and appoint a successor Administrative Agent in the same manner and with the same effects as is provided in this Agreement with respect to such Administrative Agent's ’s resignation. (g) Each 12.1.5. Administrative Agent shall promptly, upon receipt thereof, forward to each Lender (i) copies of any significant written notices, reports, certificates and other information received by such Administrative Agent from any Obligor (but only if and to the extent such Obligor is not required by the terms of the Financing Agreements Loan Documents to supply such information directly to Lenders) and (ii) copies of the results of any field audits by such Administrative Agent with respect to Borrowers. No Administrative Agent shall conduct Orderly Liquidation Appraisals at any time or times reasonably requested by any Lender (but in no event shall Administrative Agent be obliged to honor such requests more frequently than once a calendar year unless an Event of Default exists). Administrative Agent shall have any no liability to any Lender for any errors in or omissions from any field audit or other examination of Borrowers or the Collateral, unless such error or omission was the direct result of such Administrative Agent's ’s willful misconductmisconduct or gross negligence.