Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank. No other Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall be responsible to the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or for any failure by the Borrower to perform any of its obligations hereunder. The Administrative Agent may employ agents and attorneys-in-fact but shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.

Appointment, Powers and Immunities. 7.1.1 Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Facility Document, and shall not by reason of this Agreement or be a trustee for any BankLender. No other Notwithstanding anything to the contrary contained herein, Administrative Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreement. Neither the any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent nor to any Agent liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent made by Borrower or any Agent) its Affiliates contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any of them under, Lender under this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or any other document referred to or provided for herein or for any failure by the Borrower Borrower, its respective Affiliates to perform any of its their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-attorneys in fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.

Appointment, Powers and Immunities. 7.1.1 Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Facility Document, and shall not by reason of this Agreement or be a trustee for any BankLender. No other Notwithstanding anything to the contrary contained herein, Administrative Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreement. Neither the any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent nor to any Agent liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of any Person (other than made by the Administrative Agent Obligors or any Agent) their Affiliates contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any of them under, Lender under this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or any other document referred to or provided for herein or for any failure by the Borrower Obligors, their respective Affiliates to perform any of its their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-attorneys in fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any Bank. No other The Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, Agreement or the other Loan Documents in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for any failure by the any Borrower to perform any of its obligations hereunderhereunder or under the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 the other Loan Documents or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct as determined in the final judgment of a court of competent jurisdictionmisconduct.

Appointment, Powers and Immunities. Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any BankLender or have any fiduciary duty to any Lender. No other Notwithstanding anything to the contrary contained herein Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreementany other Credit Document or any applicable Governmental Rule. Neither the Administrative Agent nor any Agent Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent made by FIL, Borrower or any Agent) other Guarantor contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein Credit Document or for any failure by the FIL, Borrower or any other Guarantor to perform any of its their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as responsible to money or securities received by it or its authorized agents, any Lender for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees employees, agents or agents advisors shall be liable or responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct misconduct. Except as determined in otherwise provided under this Agreement, Agent shall take such action with respect to the final judgment of a court of competent jurisdictionCredit Documents as shall be directed by the Required Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any BankLender or have any fiduciary duty to any Lender. No other Notwithstanding anything to the contrary contained herein Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreementany other Credit Document or any applicable Governmental Rule. Neither the Administrative Agent nor any Agent Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent made by either Borrower or any Agent) of its Subsidiaries contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein Credit Document or for any failure by the either Borrower to perform or any of its Subsidiaries to perform its respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as responsible to money or securities received by it or its authorized agents, any Lender for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees employees, agents or agents advisors shall be liable or responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct misconduct. Except as determined in otherwise provided under this Agreement, Agent shall take such action with respect to the final judgment of a court of competent jurisdictionCredit Documents as shall be directed by the Required Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for any Bank. No other The Administrative Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to any of the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them the Banks under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other document referred to or provided for herein or for any failure by the Borrower any Obligor to perform any of its obligations hereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerableresponsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdictionmisconduct.

Appointment, Powers and Immunities. Each Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank. No other Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall be responsible to the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or for any failure by the Borrower to perform any of its obligations hereunder. The motivations of the Administrative Agent and other Agents are commercial in nature and not to invest in the general performance or operations of the Borrower. The Administrative Agent may employ agents and attorneys-in-fact but shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.

Appointment, Powers and Immunities. Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any BankLender or have any fiduciary duty to any Lender. No other Notwithstanding anything to the contrary contained herein Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreementany other Credit Document or any applicable Governmental Rule. Neither the Administrative Agent nor any Agent Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of made by any Person (other than the Administrative Agent Borrower or any Agent) of its Subsidiaries contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein Credit Document or for any failure by the any Borrower to perform or any of its Subsidiaries to perform their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as responsible to money or securities received by it or its authorized agents, any Lender for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees employees, agents or agents advisors shall be liable or responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct misconduct. Except as determined in otherwise provided under this Agreement, Agent shall take such action with respect to the final judgment of a court of competent jurisdictionCredit Documents as shall be directed by the Required Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any BankLender. No other The Administrative Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, Agreement or the other Loan Documents in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectability of the Loans or for any failure by the Borrower to perform any of its obligations hereunderhereunder or under the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 the other Loan Documents or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct as determined in the final judgment of a court of competent jurisdictionmisconduct.

Appointment, Powers and Immunities. Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any BankLender or have any fiduciary duty to any Lender. No other Notwithstanding anything to the contrary contained herein Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreementany other Credit Document or any applicable Governmental Rule. Neither the Administrative Agent nor any Agent Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent made by Borrowers or any Agent) of their Subsidiaries contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein Credit Document or for any failure by the Borrower Borrowers or any of their Subsidiaries to perform any of its their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as responsible to money or securities received by it or its authorized agents, any Lender for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees employees, agents or agents advisors shall be liable or responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct misconduct. Except as determined in otherwise provided under this Agreement, Agent shall take such action with respect to the final judgment of a court of competent jurisdictionCredit Documents as shall be directed by the Required Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any BankLender or have any fiduciary duty to any Lender. No other Notwithstanding anything to the contrary contained herein Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreementany other Credit Document or any applicable Governmental Rule. Neither the Administrative Agent nor any Agent Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of made by any Person (other than the Administrative Agent Borrower or any Agent) of its Subsidiaries contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein Credit Document or for any failure by the any Borrower to perform or any of its Subsidiaries to perform their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as responsible to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.Lender

Appointment, Powers and Immunities. 10.1.1 Each Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement or be a trustee or a fiduciary for any Bank. No other Notwithstanding anything to the contrary contained herein Administrative Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreement. Neither the any other Credit Documents or any Legal Requirement or exposes Administrative Agent nor to any Agent liability. Each of Administrative Agent, the Banks and any of their respective Affiliates shall not be responsible to the Banks any other Bank for any recitals, statements, representations or warranties of made by either Partner, any Person (other than the Administrative Agent Portfolio Entity or any Agent) its Affiliates contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any of them under, Bank under this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or any other document referred to or provided for herein or for any failure by the Borrower either Partner, any Portfolio Entity or its Affiliates to perform any of its their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.111

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for any Bank. No other The Administrative Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to any of the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them the Banks under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or for any failure by the Borrower either Obligor to perform any of its obligations hereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerableresponsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdictionmisconduct.

Appointment, Powers and Immunities. (a) Each Bank Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Facility Document, and shall not by reason of this Agreement or be a trustee for any BankLender. No other Notwithstanding anything to the contrary contained herein, Administrative Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreement. Neither the any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent nor to any Agent liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties of any Person (other than made by the Administrative Agent Obligors or any Agent) their Affiliates contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any of them under, Lender under this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or any other document referred to or provided for herein or for any failure by the Borrower Obligors, their respective Affiliates to perform any of its their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-attorneys in fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any BankLender. No other The Administrative Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, Agreement or the other Loan Documents in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectability of the Loans or for any failure by the Borrower to perform any of its obligations hereunderhereunder or under the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.reasonable

Appointment, Powers and Immunities. Each Bank hereby Lender designates, appoints and authorizes the Administrative Agent GCP to act as its agent Agent hereunder and under the Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Transaction Document be a trustee or fiduciary for any Bank. No other Agent Lender; (b) shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this AgreementAgreement or in any of the other Transaction Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder. The Administrative Agent may employ agents hereunder or thereunder; and attorneys-in-fact but (c) shall not be answerable, except as responsible to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable or responsible Lenders for any action taken or omitted to be taken by it hereunder or them hereunder under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct as determined in the by a final non-appealable judgment of a court of competent jurisdiction. Agent may employ agents. Bailees, custodians and attorneys in fact and shall not be responsible for the negligence or misconduct of any such persons selected by it in good faith. Agent may deem and treat the payee of any note as the holder thereof for all purposes hereof unless and until the assignment thereof pursuant to an agreement (if and to the extent permitted herein) in form and substance satisfactory to Agent shall have been delivered to and acknowledged by Agent.

Appointment, Powers and Immunities. Each Bank hereby appoints and authorizes the Administrative Agent to act as its agent representative hereunder and under the Notes to receive payments made in respect of the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee or fiduciary for any Bank. No other The Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or for any failure by the Borrower to perform any of its obligations hereunder. The Administrative Agent may employ agents and attorneys-in-fact but attorneys and shall not be answerableresponsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are attorneys selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdictionmisconduct.

Appointment, Powers and Immunities. Each Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder with and under the Notes to receive payments made in respect of the Notes and to have such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, ; neither the Syndication Agent nor the Documentation Agent shall have any rights or duties in its capacity as such; and no Agent shall not by reason of this Agreement be a trustee or fiduciary for any Bank. No other Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent of their respective directors, officers, agents or employees shall be responsible to the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, under this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or for any failure by the Borrower to perform any of its obligations hereunder. The Administrative Agent may employ agents and attorneys-in-fact but attorneys and shall not be answerableresponsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are attorneys selected by it with reasonable care. Neither the Administrative No Agent nor any of its their respective 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 as determined in the final judgment of a court of competent jurisdictionmisconduct.

Appointment, Powers and Immunities. 10.1.1 Each Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement or be a trustee or a fiduciary for any Bank. No other Notwithstanding anything to the contrary contained herein Administrative Agent shall have not be required to take any duties action which is contrary to this Agreement or responsibilities under this Agreement. Neither the any other Credit Documents or any Legal Requirement or exposes Administrative Agent nor to any Agent liability. Each of Administrative Agent, the Banks and any of their respective Affiliates shall not be responsible to the Banks any other Bank for any recitals, statements, representations or warranties of made by the Member, any Person (other than the Administrative Agent Portfolio Entity or any Agent) its Affiliates contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any of them under, Bank under this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Notes or any other document referred to or provided for herein or for any failure by the Borrower Member, any Portfolio Entity or its Affiliates to perform any of its their respective obligations hereunderhereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerable, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 as determined in the final judgment of a court of competent jurisdiction.

Appointment, Powers and Immunities. Each Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for any Bank. No other The Administrative Agent shall have any duties or responsibilities under this Agreement. Neither the Administrative Agent nor any Agent shall not be responsible to any of the Banks for any recitals, statements, representations or warranties of any Person (other than the Administrative Agent or any Agent) contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by any of them the Banks under, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or for any failure by the Borrower Company to perform any of its obligations hereunder. The Administrative Agent may employ agents and attorneys-in-fact but and shall not be answerableresponsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact who are not its own employees and who are selected by it with reasonable care. Neither the Administrative 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 herewithherewith or therewith, except for its or their own gross negligence or willful misconduct as determined in the final judgment of a court of competent jurisdictionmisconduct.