Common use of Appointment of Agent; Powers and Authorization to Take Certain Actions Clause in Contracts

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant irrevocably appoints and authorizes First Security Trust Company of Nevada to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of the Participants, that, on the Delivery Date it will accept the documents described in Article III of this Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement and this Participation Agreement. Agent shall not be responsible to any Participant (or to any other Person): (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it under, the Operative Documents, other than the representations and warranties made by Agent in Section 4.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title thereto (subject to Agent's obligations under Section 4.4) or of the Loan Agreement or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee or any other third party (other than Agent) to perform any of its obligations under any Operative Document. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section 8.1(c) below, neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant Lessor irrevocably appoints and authorizes First Security Trust Company of Nevada Wxxxx Fargo Bank Northwest, National Association to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant Lessor authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsLessor, that, on the Delivery Date it will accept the documents described in Article III Section 3.1 of this Participation AgreementLease. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and to disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in this Lease and the Loan Agreement and this Participation Agreementother Operative Documents. Agent shall not be responsible to any Participant Lessor (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation AgreementLease or any other Operative Documents, or in any certificate or other document referred to or provided for in, or received by it any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 4.417.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, title to the Lessee Collateral or the Lessor Collateral or the title thereto Items of Equipment (subject to Agent's ’s obligations under Section 4.418.5) or of the Loan Agreement or any other document referred to or provided for therein herein or (iii) for any failure by any Lessee, Certificate Trustee Lessor or any other third party (other than Agent) to perform any of its obligations under any the Operative DocumentDocuments. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it Agent with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant Lessor irrevocably appoints and authorizes First Security Trust Company of Nevada Xxxxx Fargo Bank Northwest, National Association to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant Lessor authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsLessor, that, on the Delivery Date it will accept the documents described in Article III Section 3.1 of this Participation AgreementLease. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and to disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in this Lease and the Loan Agreement and this Participation Agreementother Operative Documents. Agent shall not be responsible to any Participant Lessor (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation AgreementLease or any other Operative Documents, or in any certificate or other document referred to or provided for in, or received by it any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 4.417.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, title to the Lessee Collateral or the Lessor Collateral or the title thereto Items of Equipment (subject to Agent's obligations under Section 4.418.5) or of the Loan Agreement or any other document referred to or provided for therein herein or (iii) for any failure by any Lessee, Certificate Trustee Lessor or any other third party (other than Agent) to perform any of its obligations under any the Operative DocumentDocuments. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it Agent with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith., except for its or their own gross negligence or willful misconduct. LSI Logic Corporation Lease B

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant irrevocably appoints and authorizes First Security State Street Bank and Trust Company of Nevada to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsParticipant, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described in Article III of this Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement and this Participation Agreement. Agent shall not be responsible to any Participant (or to any other Person): (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it any of them under, the Operative Documents, other than the representations and warranties made by Agent in Section 4.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral Mortgaged Property or the title thereto (subject to Agent's obligations under Section 4.4) or of the Loan Agreement or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee or any other third party (other than Agent) to perform any of its obligations under any Operative Document. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in at Section 8.1(c) below, neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant Lessor irrevocably appoints and authorizes First Security Trust Company of Nevada BA Leasing & Capital Corporation to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereofof this Lease, together with such other powers as are reasonably incidental thereto. Each Participant Lessor authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsLessors, that, on the each Delivery Date it will accept the documents described in Article Articles II and III of this the Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents this Lease and disburse such payments or proceeds in accordance with the Operative Documentsthis Lease. Agent shall have no duties or responsibilities except those expressly set forth in this Lease and the Loan Agreement and this Participation Agreement. Agent shall not be responsible to any Participant Lessor (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in this Lease, the Loan Agreement, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it any of them under, this Lease or the other Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 4.45.3 of the Participation Agreement, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title thereto (subject to the Agent's obligations under Section 4.46.3 of the Participation Agreement) or of the Loan Agreement this Lease or any other document referred to or provided for therein herein or (iii) for any failure by any Lessee, Certificate Trustee any Lessor or any other third party (other than Agent) to perform any of its obligations under any Operative Documenthereunder. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant irrevocably appoints and authorizes Credit Suisse First Security Trust Company of Nevada Boston to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsParticipant, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described in Article III 6 of this Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement and this Participation Agreement. Agent shall not be responsible to any Participant (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it any of them under, the Operative Documents, other than the representations and warranties made by Agent in Section 4.48.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title thereto (subject to Agent's obligations under Section 4.48.3) or of the Loan Agreement or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee Lessor or any other third party (other than Agent) to perform any of its obligations under any Operative Document. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith.connection

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant irrevocably appoints and authorizes First Security Trust Company of Nevada to act as its agent hereunderhereunder and under the other Operative Documents, with such powers as are specifically delegated to Agent by the terms hereofhereof and thereof, together with such other powers as are reasonably incidental thereto. Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of the Participants, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described or referred to in Section 2.1 and Article III of this Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all LSI Trust No. 2001-A Participation Agreement payments and proceeds pursuant to the Operative Documents and disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement and this Participation AgreementOperative Documents. Agent shall not be responsible to any Participant (or to any other Person): (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation Agreement, any Operative Document or in any certificate or other document referred to or provided for in, or received by it under, the Operative Documents, other than the representations and warranties made by Agent in Section 4.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral Items of Equipment or the Lessor Collateral or the title thereto (subject to Agent's obligations under Section 4.4the Assignment of Lease and Rent) or of the Loan Agreement or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee or any other third party Person (other than Agent) to perform any of its obligations under any Operative Document. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section 8.1(c) below, neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant irrevocably appoints and authorizes First Security Trust Company of Nevada Agent, to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsParticipant, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described in Article III of this Participation AgreementARTICLE III. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement and this Participation Agreement. Agent shall not be responsible to any Participant (or to any other Person): (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it any of them under, the Operative Documents, other than the representations and warranties made by Agent in Section SECTION 4.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral Mortgaged Property or the title thereto (subject to Agent's obligations under Section SECTION 4.4) or of the Loan Agreement or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee Lessor or any other third party (other than Agent) to perform any of its obligations under any Operative Document. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section at SECTION 8.1(c) below, neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant Lessor irrevocably appoints and authorizes First Security Trust Company of Nevada Xxxxx Fargo Bank Northwest, National Association to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant Lessor authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsLessor, that, on the Delivery Date it will accept the documents described in Article III Section 3.1 of this Participation AgreementLease. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and to disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in this Lease and the Loan Agreement and this Participation Agreementother Operative Documents. Agent shall not be responsible to any Participant Lessor (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Participation AgreementLease or any other Operative Documents, or in any certificate or other document referred to or provided for in, or received by it any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 4.417.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, title to the Lessee Collateral or the Lessor Collateral or the title thereto Items of Equipment (subject to Agent's obligations under Section 4.418.5) or of the Loan Agreement or any other document referred to or provided for therein herein or (iii) for any failure by any Lessee, Certificate Trustee Lessor or any other third party (other than Agent) to perform any of its obligations under any the Operative DocumentDocuments. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it Agent with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith., except for its or their own gross negligence or willful misconduct. LSI Logic Corporation Lease A

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant Lessor irrevocably appoints and authorizes First Security Trust Company of Nevada ABN AMRO Bank N.V. to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant Lessor authorizes and directs Agent to, and Agent agrees for the benefit of the Participants, thatLessors that it will, on the Initial Delivery Date it will and each other Delivery Date, accept the documents described in Article III of this Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents Agreements and disburse such payments or proceeds in accordance with the Operative DocumentsAgreements. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement Lease and this Participation Agreement. Agent shall not be responsible to any Participant Lessor (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in the Loan AgreementLease, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it any of them under, the Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 4.45.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title thereto (subject to Agent's obligations under Section 4.46.3) or of the Loan Agreement Lease or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee any Lessor or any other third party (other than Agent) to perform any of its obligations under any Operative DocumentAgreement. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable careit. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant Lessor irrevocably appoints and authorizes First Security Trust Company of Nevada BA Leasing & Capital Corporation to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant Lessor authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsLessors, that, on the Initial Delivery Date it will accept the documents described in Article III of this Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents Agreements and disburse such payments or proceeds in accordance with the Operative DocumentsAgreements. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement Lease and this Participation Agreement. Agent shall not be responsible to any Participant Lessor (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in the Loan AgreementLease, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it any of them under, the Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 4.45.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title thereto (subject to Agent's obligations under Section 4.46.3) or of the Loan Agreement Lease or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee Guarantor, any Lessor or any other third party (other than Agent) to perform any of its obligations under any Operative DocumentAgreement. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant irrevocably appoints and authorizes First Security Trust Company of Nevada Agent to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsParticipant, that, on the Delivery Document Closing Date it will accept the Operative Documents and thereafter, it will accept all documents described in Article III to be delivered to Agent on behalf of the Participants or the Lenders under the Operative Documents. Specifically, without limitation, Lessor hereby appoints Agent as its agent hereunder and under the Operative Documents to accept delivery of all documents to be delivered to Lessor under the Operative Documents and to take all action on behalf of Lessor required to be taken by Lessor under the Operative Documents, subject to the remaining provisions of this Participation AgreementArticle 8. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents and disburse such payments or proceeds in accordance with the Operative Documents. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Agreement and this Participation AgreementOperative Documents. Agent shall not be responsible to any Participant (or to any other Person): ) (i) for any recitals, statements, representations or warranties of any party contained in any of the Loan Agreement, this Participation Agreement, Operative Documents or in any certificate or other document referred to or provided for in, or received by it any of them under, the Operative Documents, other than the representations and warranties made by Agent in Section 4.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title thereto (subject to Agent's obligations under Section 4.4) or of the Loan Agreement or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee Lessor, any Lender or any other third party (other than Agent) to perform any of its obligations under any Operative Document. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Participant Lessor irrevocably appoints and authorizes First Security Trust Company of Nevada ABN AMRO Bank N.V. to act as its agent hereunder, with such powers as are specifically delegated to Agent by the terms hereof, together with such other powers as are reasonably incidental thereto. Each Participant Lessor authorizes and directs Agent to, and Agent agrees for the benefit of the ParticipantsLessors, that, on the Initial Delivery Date it will accept the documents described in Article III of this Participation Agreement. Agent accepts the agency hereby created applicable to it and agrees to receive all payments and proceeds pursuant to the Operative Documents Agreements and disburse such payments or proceeds in accordance with the Operative DocumentsAgreements. Agent shall have no duties or responsibilities responsi bilities except those expressly set forth in the Loan Agreement Lease and this Participation Agreement. Agent shall not be responsible to any Participant Lessor (or to any other Person): ) (i) for any recitals, statementsstate ments, representations or warranties of any party contained in the Loan AgreementLease, this Participation Agreement, or in any certificate or other document referred to or provided for in, or received by it any of them under, the Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 4.45.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title thereto (subject to Agent's obligations under Section 4.46.3) or of the Loan Agreement Lease or any other document referred to or provided for therein or (iii) for any failure by any Lessee, Certificate Trustee any Lessor or any other third party (other than Agent) to perform any of its obligations under any Operative DocumentAgreement. Agent may employ agents, trustees or attorneys-in-fact, may vest any of them with any property, title, right or power deemed necessary for the purposes of such appointment and shall not be responsible for the negligence or misconduct of any of them selected by it with reasonable care. Except as provided for in Section 8.1(c) below, neither Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct.