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) Lessor irrevocably appoints and authorizes 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. Lessor authorizes and directs Agent to, and Agent agrees for the benefit of Lessor, that, on the Delivery Date it will accept the documents described in Section 3.1 of this Lease. 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 other Operative Documents. Agent shall not be responsible to Lessor (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in this Lease or any other Operative Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the title to the Items of Equipment (subject to Agent’s obligations under Section 18.5) or any other document referred to or provided for herein or (iii) for any failure by Lessee, Lessor or any other party (other than Agent) to perform any of its obligations under the Operative Documents. 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 Agent with reasonable care. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment or the other Lessee Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documents, and no implied duties of any kind shall be read into the Operative Documents against Agent. The permissive right of Agent to take actions enumerated in this Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s gross negligence or willful misconduct, any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own funds. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor Each Participant irrevocably appoints and authorizes Wxxxx Fargo Bank Northwest, National Association 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. Lessor Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Participants, that, on the Delivery Date it will accept the documents described in Section 3.1 Article III of this LeaseParticipation Agreement. 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 the Loan Agreement and this Lease and the other Operative DocumentsParticipation Agreement. Agent shall not be responsible to Lessor any Participant (or to any other Person) ): (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Lease or any other Operative DocumentsParticipation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them it under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.34.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Units, the Lessee Collateral or the Lessor Collateral or the title to the Items of Equipment thereto (subject to Agent’s 's obligations under Section 18.54.4) or of the Loan Agreement or any other document referred to or provided for herein therein or (iii) for any failure by any Lessee, Lessor Certificate Trustee or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsDocument. 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 Agent it with reasonable care. Neither 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, except for its or their own gross negligence or willful misconduct. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment Units, the Lessee Collateral or the other Lessee Lessor Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Lease Participation Agreement or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documentshereof, and no implied duties of any kind shall be read into the any Operative Documents Document against Agent. The permissive right of Agent to take actions enumerated in this Lease Participation Agreement or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Participants (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c8.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, or its negligence in the handling of funds or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor Each Participant irrevocably appoints and authorizes Wxxxx Fargo State Street Bank Northwest, National Association and Trust Company 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. Lessor Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Participant, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described in Section 3.1 Article III of this LeaseParticipation Agreement. 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 the Loan Agreement and this Lease and the other Operative DocumentsParticipation Agreement. Agent shall not be responsible to Lessor any Participant (or to any other Person) ): (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Lease or any other Operative DocumentsParticipation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.34.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Mortgaged Property or the title to the Items of Equipment thereto (subject to Agent’s 's obligations under Section 18.54.4) or of the Loan Agreement or any other document referred to or provided for herein therein or (iii) for any failure by any Lessee, Lessor Certificate Trustee or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsDocument. 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 Agent it with reasonable care. Neither Except as provided for 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, except for its or their own gross negligence or willful misconduct. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment Premises, any Mortgaged Property or the other Lessee Collateralany lease, or to otherwise take or refrain from taking any action under, or in connection with, this Lease Participation Agreement or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documentshereof, and no implied duties of any kind shall be read into the any Operative Documents Document against Agent. The permissive right of Agent to take actions enumerated in this Lease Participation Agreement or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Participants (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c8.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, or its negligence in the handling of funds or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor irrevocably appoints and authorizes Wxxxx 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. Lessor authorizes and directs Agent to, and Agent agrees for the benefit of Lessor, that, on the Delivery Date it will accept the documents described in Section 3.1 of this Lease. 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 other Operative Documents. Agent shall not be responsible to Lessor (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in this Lease or any other Operative Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the title to the Items of Equipment (subject to Agent’s 's obligations under Section 18.5) or any other document referred to or provided for herein or (iii) for any failure by Lessee, Lessor or any other party (other than Agent) to perform any of its obligations under the Operative Documents. 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 Agent with reasonable care. 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 (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment or the other Lessee Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documents, and no implied duties of any kind shall be read into the Operative Documents against Agent. The permissive right of Agent to take actions enumerated in this Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s gross negligence or willful misconduct, any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own funds. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor Each Participant irrevocably appoints and authorizes Wxxxx Fargo Bank Northwest, National Association 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. Lessor Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Participant, that, on the Delivery Document Closing Date it will accept the Operative Documents and thereafter, it will accept all documents described in Section 3.1 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 LeaseArticle 8. 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 other Operative Documents. Agent shall not be responsible to Lessor any Participant (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in this Lease or any other of the Operative Documents, Documents or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.34.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or the title to thereto or of the Items of Equipment (subject to Agent’s obligations under Section 18.5) Loan Agreement or any other document referred to or provided for herein therein or (iii) for any failure by any Lessee, Lessor Lessor, any Lender or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsDocument. 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 Agent it with reasonable care. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment any Site, any other Collateral or the other Lessee CollateralLease, or to otherwise take or refrain from taking any action under, or in connection with, this Lease Agreement or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documentshereof, and no implied duties of any kind shall be read into the any Operative Documents Document against Agent. The permissive right of Agent to take actions enumerated in this Lease Agreement or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Participants (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c8.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, misconduct or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Lessor irrevocably appoints and authorizes Wxxxx Fargo Bank Northwest, National Association 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 Lessor authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Lessors, that, on the each Delivery Date it will accept the documents described in Section 3.1 Articles II and III of this Leasethe 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 to 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 other Operative DocumentsParticipation Agreement. Agent shall not be responsible to any Lessor (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in this Lease or any other Operative DocumentsLease, the Participation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 17.35.3 of the Participation Agreement, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or the title to the Items of Equipment thereto (subject to the Agent’s 's obligations under Section 18.56.3 of the Participation Agreement) or of this Lease or any other document referred to or provided for herein or (iii) for any failure by Lessee, any Lessor or any other third party (other than Agent) to perform any of its obligations under the Operative Documentshereunder. 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 Agent it with reasonable care. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items any item of Equipment or the other Lessee Collateralthis Lease, or to otherwise take or refrain from taking any action under, or in connection with, this Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documentshereof, and no implied duties of any kind shall be read into the Operative Documents this Lease against Agent. The permissive right of Agent to take actions enumerated in this Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Lessors (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c12.1(c) below, no provision of the Operative Documents this Lease shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documentshereunder, or in the exercise of any of its rights or powers thereunderhereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, misconduct or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Lessor irrevocably appoints and authorizes Wxxxx Fargo ABN AMRO Bank Northwest, National Association 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 Lessor authorizes and directs Agent to, and Agent agrees for the benefit of Lessor, thatthe Lessors that it will, on the Initial Delivery Date it will and each other Delivery Date, accept the documents described in Section 3.1 Article III of this LeaseParticipation 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 to disburse such payments or proceeds in accordance with the Operative DocumentsAgreements. Agent shall have no duties or responsibilities except those expressly set forth in this the Lease and the other Operative Documentsthis Participation Agreement. Agent shall not be responsible to any Lessor (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in the Lease, this Lease or any other Operative DocumentsParticipation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 17.35.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or the title to the Items of Equipment thereto (subject to Agent’s 's obligations under Section 18.56.3) or of the Lease or any other document referred to or provided for herein therein or (iii) for any failure by Lessee, any Lessor or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsAgreement. 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 Agent with reasonable careit. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment any Vehicle, any other Collateral or the other Lessee CollateralLease, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documentshereof, and no implied duties of any kind shall be read into the any Operative Documents Agreement against Agent. The permissive right of Agent to take actions enumerated in this Agreement and the Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Lessors (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c) below, no No provision of the Operative Documents Agreements shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative DocumentsAgreements, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, and is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, misconduct or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor irrevocably appoints and authorizes Wxxxx 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. Lessor authorizes and directs Agent to, and Agent agrees for the benefit of Lessor, that, on the Delivery Date it will accept the documents described in Section 3.1 of this Lease. 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 other Operative Documents. Agent shall not be responsible to Lessor (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in this Lease or any other Operative Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the title to the Items of Equipment (subject to Agent’s 's obligations under Section 18.5) or any other document referred to or provided for herein or (iii) for any failure by Lessee, Lessor or any other party (other than Agent) to perform any of its obligations under the Operative Documents. 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 Agent with reasonable care. 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 (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment or the other Lessee Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documents, and no implied duties of any kind shall be read into the Operative Documents against Agent. The permissive right of Agent to take actions enumerated in this Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s gross negligence or willful misconduct, any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own funds. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Lessor irrevocably appoints and authorizes Wxxxx Fargo ABN AMRO Bank Northwest, National Association 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 Lessor authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Lessors, that, on the Initial Delivery Date it will accept the documents described in Section 3.1 Article III of this LeaseParticipation 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 to 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 this the Lease and the other Operative Documentsthis Participation Agreement. Agent shall not be responsible to any Lessor (or to any other Person) (i) for any recitals, statementsstate ments, representations or warranties of any party contained in the Lease, this Lease or any other Operative DocumentsParticipation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 17.35.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or the title to the Items of Equipment thereto (subject to Agent’s 's obligations under Section 18.56.3) or of the Lease or any other document referred to or provided for herein therein or (iii) for any failure by Lessee, any Lessor or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsAgreement. 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 Agent it with reasonable care. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise other wise deal with the Items of Equipment any Vehicle, any other Collateral or the other Lessee CollateralLease, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement, the Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documentshereof, and no implied duties of any kind shall be read into the any Operative Documents Agreement against Agent. The permissive right of Agent to take actions enumerated in this Agreement and the Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Lessors (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c9.1(c) below, no provision of the Operative Documents Agreements shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative DocumentsAgreements, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, misconduct or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor Each Participant irrevocably appoints and authorizes Wxxxx Fargo Bank NorthwestAgent, 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. Lessor Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Participant, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described in Section 3.1 of this LeaseARTICLE III. 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 the Loan Agreement and this Lease and the other Operative DocumentsParticipation Agreement. Agent shall not be responsible to Lessor any Participant (or to any other Person) ): (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Lease or any other Operative DocumentsParticipation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.3SECTION 4.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Mortgaged Property or the title to the Items of Equipment thereto (subject to Agent’s 's obligations under Section 18.5SECTION 4.4) or of the Loan Agreement or any other document referred to or provided for herein therein or (iii) for any failure by any Lessee, Lessor or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsDocument. 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 Agent it with reasonable care. Neither Except as provided for 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, except for its or their own gross negligence or willful misconduct. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment Leased Property, any Mortgaged Property or the other Lessee Collateralany lease, or to otherwise take or refrain from taking any action under, or in connection with, this Lease Participation Agreement or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documentshereof, and no implied duties of any kind shall be read into the any Operative Documents Document against Agent. The permissive right of Agent to take actions enumerated in this Lease Participation Agreement or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Participants (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(cSECTION 8.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, or its negligence in the handling of funds or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor Each Participant irrevocably appoints and authorizes Wxxxx Fargo Bank Northwest, National Association 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. Lessor Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Participants, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described or referred to in Section 3.1 2.1 and Article III of this LeaseAgreement. 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 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 other Operative Documents. Agent shall not be responsible to Lessor any Participant (or to any other Person) ): (i) for any recitals, statements, representations or warranties of any party contained in this Lease or any other Operative Documents, Document or in any certificate or other document referred to or provided for in, or received by any of them it under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.34.4, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the title to the Items of Equipment or the Lessor Collateral or the title thereto (subject to Agent’s 's obligations under Section 18.5the Assignment of Lease and Rent) or any other document referred to or provided for herein or (iii) for any failure by Lessee, Lessor Certificate Trustee or any other party Person (other than Agent) to perform any of its obligations under the any Operative DocumentsDocument. 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 Agent it with reasonable care. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment or the other Lessee Lessor Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Lease or any related document to which Agent is a partywith respect thereto, except as expressly provided by the terms of the Operative Documents, and no implied duties of any kind shall be read into the any Operative Documents Document against Agent. The permissive right of Agent to take actions enumerated in this Lease Agreement or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor the Required Participants (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c8.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s 's gross negligence or willful misconduct, or its negligence in the handling of funds or any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own fundscapacity. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Lessor Each Participant irrevocably appoints and authorizes Wxxxx Fargo Bank Northwest, National Association Credit Suisse First 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. Lessor Each Participant authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Participant, that, on the Delivery Document Closing Date and each Advance Date it will accept the documents described in Section 3.1 Article 6 of this LeaseParticipation Agreement. 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 the Loan Agreement and this Lease and the other Operative DocumentsParticipation Agreement. Agent shall not be responsible to Lessor any Participant (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in the Loan Agreement, this Lease or any other Operative DocumentsParticipation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative Documents, other than the representations and warranties made by Agent in Section 17.38.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or the title to the Items of Equipment thereto (subject to Agent’s 's obligations under Section 18.58.3) or of the Loan Agreement or any other document referred to or provided for herein therein or (iii) for any failure by any Lessee, Lessor or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsDocument. 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 Agent it with reasonable care. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment or the other Lessee Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documents, and no implied duties of any kind shall be read into the Operative Documents against Agent. The permissive right of Agent to take actions enumerated in this Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s gross negligence or willful misconduct, any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own funds. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.connection

Appointment of Agent; Powers and Authorization to Take Certain Actions. (a) Each Lessor irrevocably appoints and authorizes Wxxxx Fargo Bank Northwest, National Association 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 Lessor authorizes and directs Agent to, and Agent agrees for the benefit of Lessorthe Lessors, that, on the Initial Delivery Date it will accept the documents described in Section 3.1 Article III of this LeaseParticipation 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 to disburse such payments or proceeds in accordance with the Operative DocumentsAgreements. Agent shall have no duties or responsibilities except those expressly set forth in this the Lease and the other Operative Documentsthis Participation Agreement. Agent shall not be responsible to any Lessor (or to any other Person) (i) for any recitals, statements, representations or warranties of any party contained in the Lease, this Lease or any other Operative DocumentsParticipation Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Lease or the other Operative DocumentsAgreements, other than the representations and warranties made by Agent in Section 17.35.3, or (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or the title to the Items of Equipment thereto (subject to Agent’s 's obligations under Section 18.56.3) or of the Lease or any other document referred to or provided for herein therein or (iii) for any failure by any Lessee, Guarantor, any Lessor or any other third party (other than Agent) to perform any of its obligations under the any Operative DocumentsAgreement. 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 Agent it with reasonable care. 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. (b) Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Items of Equipment or the other Lessee Collateral, or to otherwise take or refrain from taking any action under, or in connection with, this Lease or any related document to which Agent is a party, except as expressly provided by the terms of the Operative Documents, and no implied duties of any kind shall be read into the Operative Documents against Agent. The permissive right of Agent to take actions enumerated in this Lease or any other Operative Document shall never be construed as a duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights by Lessor (provided that Agent has received indemnification reasonably satisfactory to it). Subject to Section 20.1(c) below, no provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent are ministerial in nature. (c) Except as specifically provided herein, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any party hereto in its individual capacity, except with respect to any claim arising from Agent’s gross negligence or willful misconduct, any breach of a representation or covenant made in its individual capacity or, in the case of Agent’s handling of funds, failure to act with the same care as Agent uses in handling its own funds. (d) Agent may accept deposits from, lend money to and otherwise deal with Lessee or any of its Affiliates with the same rights as it would have if it were not the named Agent hereunder.