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. 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 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 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 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 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 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 any Borrower or any of the Borrower other Loan Parties 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 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 irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this 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, 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 Agreement, 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 for any failure by the Borrower to perform any of its obligations hereundertherein. 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 hereunder, 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 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 BankLender. 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 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 any Loan Party to perform any of its obligations hereunderhereunder or under the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact but in­fact 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 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 BankLender. 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 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 any Loan Party to perform any of its obligations hereunderhereunder or under the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact but in-­fact 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 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 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 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 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.

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 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. 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 collectibility of the Loans or for any failure by the Borrower or any of the other Loan Parties 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 under 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 hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder hereunder, and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this 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 responsi- bilities 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, 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 Agreement, 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 for any failure by the Borrower to perform any of its obligations hereundertherein. The Administrative Agent may employ agents and attorneys-inattorneys -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 hereunder, 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 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 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-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 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. Each Bank and each subsequent holder of the Notes and the Letter of Credit Participations hereby irrevocably appoints and authorizes the Administrative Agent Agents to act as its agent hereunder their agents under this Agreement and the Other Documents with such powers as are specifically delegated to the Administrative Agent Agents by the terms of this Agreement, Agreement and the Other Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent Agents shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the Other Documents and shall not by reason of this Agreement be a trustee trustees for any Bank. No other Agent The Agents 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 Documents or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the Other Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Other Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or the Letter of Credit Participations or for any failure by the Borrower Company to perform any of its obligations hereunderunder this Agreement, the Notes or the Other Documents. The Administrative Agent Agents may employ agents and attorneys-in-fact but and shall not be answerable, except as to money or securities received by it them or its their 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 them with reasonable care. Neither the Administrative Agent Agents nor any of its their directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it them under this Agreement, or them hereunder under the Other 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 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 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