Common use of Appointment, Powers and Immunities of Agent Clause in Contracts

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreement.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreement.

Appointment, Powers and Immunities of Agent. Each Bank The Lending Parties hereby irrevocably appoints appoint and authorizes the authorize Agent to act as its their agent hereunder and under any other the Loan Document Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan DocumentAgreement, together with such other powers as are reasonably incidental thereto. The Agent shall, on behalf of the Lending Parties, perform all of the loan servicing duties under the Loan Documents. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other the Loan DocumentDocuments, and shall not by reason of this Agreement be a trustee or fiduciary for any Bankthe Lending Parties regardless of whether a Default or Event of Default has occurred and is continuing. The Agent shall not be responsible administer its duties and responsibilities in accordance with its customary practices and procedures with respect to the Banks similar loans for any recitals, statements, representations or warranties made by Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower or any Guarantor to perform any of its obligations hereunder or thereunderown account. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither Subject to the preceding sentence, neither Agent nor any of its respective directors, officers, employees or agents (each, a “Related Party” and collectively, the “Related Parties”) shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any other the Loan Document Documents or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentfinal, nonappealable order; provided that in no event shall Agent or any Related Party be liable for any action taken or omitted to be taken by it with the consent or at the request of a Lending Party. Borrower The Company shall pay any fee agreed to by Borrower and the Agent fee(s) with respect to Agent’s services hereunder. The Company acknowledges the Agents services hereunder at appointment of Agent and agrees that the date provisions of this Agreement ARTICLE 10 are solely for the benefit of the Lending Parties and each anniversary thereof during the term of Related Parties, and that the Company shall not have rights under this AgreementARTICLE 10, including as a third party beneficiary.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee or fiduciary for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor the Guarantors, or any officer or official of the Borrower or Guarantors, or any Guarantor or anyone purporting to be an Authorized Person of them, or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, except as explicitly provided herein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower the Borrower, the Guarantors, or any Guarantor of them to perform any of their or its respective obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither Except as otherwise explicitly provided herein, neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible to any Bank for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentwilful misconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 10.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by the Borrower or any Guarantor the Guarantors, or any officer or official of the Borrower or Guarantors, or any Guarantor or anyone purporting to be an Authorized Person of them, or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, except as explicitly provided herein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower the Borrower, the Guarantors, or any Guarantor of them to perform any of their or its respective obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither Except as otherwise explicitly provided herein, neither the Agent nor any of its directors, officers, employees or agents 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 Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentwilful misconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement Closing Date and each anniversary thereof during the term of this Agreement.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Co-Borrowers, or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Co-Borrowers, or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower or any Guarantor the Co-Borrowers to perform any of its their obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonmisconduct. The Co-appealable judgment. Borrower Borrowers shall pay any fee agreed to by Borrower and the Agent upon with respect to the Agents Agent's services hereunder at as set forth in a letter from the Agent to the Co-Borrowers dated the date of this Agreement and each anniversary thereof during the term of this Agreementhereof.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 8.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Co-Borrowers, or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Co-Borrowers, or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower or any Guarantor the Co-Borrowers to perform any of its their obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonmisconduct. The Co-appealable judgment. Borrower Borrowers shall pay any fee agreed to by Borrower and the Agent upon with respect to the Agents Agent's services hereunder at as set forth in a letter from the Agent to the Co-Borrowers dated the date of this Agreement and each anniversary thereof during the term of this Agreementhereof.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee or fiduciary for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor the Guarantors, or any officer or official of the Borrower or Guarantors, or any Guarantor or anyone purporting to be an Authorized Person of them, or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, except as explicitly provided herein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower the Borrower, the Guarantors, or any Guarantor of them to perform any of their or its respective obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither Except as otherwise explicitly provided herein, neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible to any Bank for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentwilful misconduct. The Borrower shall pay any fee agreed to in writing by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and or any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and or any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by any Borrower or any Guarantor or any officer or official of the any Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them Bank under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans, if any, or for any failure by any Borrower or any Guarantor to perform any of its such Borrower's obligations hereunder under this Agreement or thereunderany other Facility Document. The Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it the Agent or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the 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 the Agent or any one or more of them hereunder or under any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined or action not authorized under this Agreement or by a court the Required Banks which is in violation of competent jurisdiction law and results in a final and non-appealable judgmentliability of the Banks to any Borrower. Borrower The Company shall pay any fee agreed to by Borrower the Company and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 12.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor Obligor or any officer or official of the such Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or the Letters of Credit or for any failure by Borrower or any Guarantor Obligor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 10.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by any Borrower or any Guarantor or any officer or official of the any Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by any Borrower or any Guarantor to perform any of his or its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsibleresponsible to the Banks, 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 selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible to the Banks for any action taken or omitted to be taken by it or them hereunder or under any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. Borrower ▇▇. ▇▇▇▇▇▇ shall pay any fee agreed to by Borrower ▇▇. ▇▇▇▇▇▇ and the Agent with respect to the Agents Agent’s services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee or fiduciary for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower the Borrowers or any Guarantor the Guarantors, or any officer or official of the Borrower Borrowers or Guarantors, or any Guarantor or anyone purporting to be an Authorized Person of them, or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, except as explicitly provided herein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower the Borrowers, the Guarantors, or any Guarantor of them to perform any of their or its respective obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither Except as otherwise explicitly provided herein, neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible to any Bank for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentwilful misconduct. Borrower The Borrowers shall pay any fee agreed to by Borrower the Borrowers and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrowers or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrowers or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any 72 74 of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans, or for any failure by Borrower or any Guarantor the Borrowers to perform any of its their obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent the Agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by the Borrower or any Guarantor the Guarantors, or any officer or official of the Borrower or Guarantors, or any Guarantor or anyone purporting to be an Authorized Person of them, or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, except as explicitly provided herein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower the Borrower, the Guarantors, or any Guarantor of them to perform any of their or its respective obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the Except as otherwise explicitly provided herein, neither Agent nor any of its their directors, officers, employees or agents 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 Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 10.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrowers or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrowers or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or the L/C Credits or for any failure by Borrower or any Guarantor the Borrowers to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. Borrower The Borrowers shall pay any fee agreed to by Borrower the Borrowers and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrowers or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrowers or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans, or for any failure by Borrower or any Guarantor the Borrowers to perform any of its their obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any each other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement or any other Facility Document be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower the Borrowers, any Subsidiary or any Guarantor other Obligor or any officer of their respective officers and officials or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or by any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, or for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by Borrower the Borrowers, any Subsidiary or any Guarantor other Obligor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrower, or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrower, or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, under this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, or for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason 50 of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrower, or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrower, or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, under this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, or for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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-in- fact selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank Lender ------------------------------------------- hereby irrevocably (but subject to removal by the Required Lenders pursuant to (S) 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans, or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 12.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrowers or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrowers or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans, or for any failure by Borrower or any Guarantor the Borrowers to perform any of its their obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. (a) Each Bank, the Swing Bank and the Issuing Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 10.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the satisfaction of any conditions in Article 4, for the perfection or priority of any Lien securing the collateral security for any Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent’s services hereunder at hereunder, including but not limited to all fees described in the date Fee Letter. (b) The Issuing Bank shall act on behalf of the Banks (according to their Pro Rata Shares) with respect to any Letters of Credit issued by it and the documents associated therewith. The Issuing Bank shall have all of the benefits and immunities: (i) provided to the Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “ Agent”, as used in this Section 10, included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement and each anniversary thereof during with respect to the term of this AgreementIssuing Bank.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement Closing Date and each anniversary thereof during the term of this Agreement.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 9.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in writing by the Required Banks, the Required A Banks or the Required B Banks (or such other number or percentage of the Banks as shall be necessary under the circumstances as provided in Section 10.01), and (c) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates or any Third Party Pledgor that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor other Person to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreement.or

Appointment, Powers and Immunities of Agent. (a) Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its exclusive agent hereunder and under any all other Loan Document Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto, and to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein together with such other powers as are incidental thereto. The Each Lender hereby irrevocably authorizes Agent to execute and deliver each of the Loan Documents and to accept delivery of such of the other Loan Documents as may not require execution by Agent. Agent shall perform its obligations under this Agreement and the other Loan Documents in good faith according to the same standard of care as that customarily exercised by Agent in administering its own real estate loans, and Agent may take such action, or refrain from taking such action, as it shall deem, in its sole discretion, to be in the best interest of Lenders. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan DocumentDocument or required by Applicable Laws, and shall not by reason of this Agreement be a fiduciary or trustee for any BankLender except to the extent that Agent acts as an agent with respect to the receipt or payment of funds, nor shall Agent have any fiduciary duty to Borrower nor shall any Lender have any fiduciary duty to Borrower or any other Lender. The No implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent. Neither Agent nor any of its directors, officers, employees, agents, attorneys-in-fact or affiliates shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower or any Guarantor or any officer officer, partner or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien lien securing the Obligations obligations hereunder or thereunder or for any failure by Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees employees, agents, attorneys-in-fact or agents affiliates (collectively, the “Agent Releasees”) shall be liable or responsible to Lenders for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith, and each Lender hereby irrevocably, unconditionally and fully releases the Agent Releasees from, and irrevocably, unconditionally and fully waives all claims against the Agent Releasees for, any and all claims, disputes, liabilities, damages, debts, liens, actions and causes of action of any and every nature whatsoever, known or unknown, whether at law, by statute or in equity, in contract or in tort, which any Lender has, may have or may claim to have, against the Agent Releasees arising out of or with respect to any and all transactions, events, or matters of any kind or character relating to the Loan, the Loan Documents, the Property or the other Collateral, except for those matters arising directly from Agent’s gross negligence or willful misconduct. All funds received by Agent on behalf of Lenders with respect to the Loan shall be held by Agent for the benefit of all Lenders, may be commingled with the general funds of Agent (other than the Blocked Account and the Escrow Accounts), and shall be distributed pursuant to the terms and provisions of this Agreement. (b) Agent shall have all necessary power, right and obligation to take any and all action of the type specified in this Agreement or any other Loan Document as being within Agent’s or Lender’s rights, powers or discretion or, with respect to Major Decisions, in accordance with directions from all Lenders. In the absence of such directions, Agent shall have, and Lenders acknowledge that Agent shall have, the exclusive power and authority (but under no circumstances shall be obligated), in Agent’s sole and absolute discretion, to take any action (including, without limitation, those acts described on Rider 10.1(b) attached hereto and made a part hereof) or refrain from taking any action, except that with respect to Major Decisions the direction or consent of all Lenders is required and Agent shall not take action constituting a Major Decision absent such direction or consent. Any action or inaction pursuant to any such direction, discretion or consent shall be binding on all Lenders. Agent shall have no liability to any Person as a result of (i) Agent acting or refraining from acting in accordance with the directions of all Lenders, (ii) Agent acting or refraining from acting in accordance with the directions of the Required Lenders with respect to those matters described in Section 10.3(a) or (c), (iii) Agent acting or refraining from acting (with respect to a Major Decision or, except for those matters described in Section 10.3(a) or (c), any other matter) in the absence of instructions to act from all Lenders, whether or not Agent has discretionary power to take such action, (iv) Agent acting or refraining from acting (with respect to those matters described in Section 10.3(a) or (c)) in the absence of instructions to act from the Required Lenders, whether or not Agent has discretionary power to take such action, or (v) Agent taking discretionary action it is authorized to take under this Agreement, except to the extent that such is caused by its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction misconduct. (c) Agent shall have the exclusive power, right and obligation to communicate and otherwise deal with the Borrower Parties in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent connection with respect or related to the Agents services hereunder at Loan and no Lender shall communicate, or deal directly, with any Borrower Party in connection with or related to the date Loan. No Lender shall respond to any communication received by any such Lender from any Borrower Party in connection with or related to the Loan and any such Lender shall immediately forward and direct any such communication to Agent and notify Agent of this Agreement the attempted communication by such Borrower Party. No Borrower Party shall communicate, or deal directly, with any Lender in connection with or related to the Loan, and each anniversary thereof during the term of this Agreementall such communication shall be made and directed to Agent.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrower, or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrower, or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, or for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Term Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Term Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Term Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Term Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Term Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Term Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Term Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the each Agent to act as its agent hereunder and under any other Loan Transaction Document with such powers as are specifically delegated to the each Agent by the terms of this Agreement and any other Loan Transaction Document, together with such other powers as are reasonably incidental thereto. The No Agent shall have no any duties or responsibilities except those expressly set forth in this Agreement and any other Loan Transaction Document, and shall not by reason of this Agreement be a trustee or other fiduciary for any Bank. The No Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by any Borrower or any Guarantor or any officer or official of the any Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Transaction Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Transaction Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Transaction Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower or any Guarantor the Borrowers to perform any of its their obligations hereunder or thereunder. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the Agent nor any of its 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 under any other Loan Transaction Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. Borrower The Borrowers shall pay any fee agreed to by Borrower the Borrowers and the any Agent with respect to such Agent's services hereunder. The Documentation Agent shall have no duties hereunder in such capacity and may, notwithstanding any provision hereof, resign such capacity at any time upon notice to the Agents services hereunder at Company, the date of this Agreement Syndication Agent and each anniversary thereof during the term of this AgreementAdministrative Agent.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower the Borrowers or any Guarantor the Guarantors, or any officer or official of the Borrower Borrowers or Guarantors, or any Guarantor or anyone purporting to be an Authorized Person of them, or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, except as explicitly provided herein, or for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower the Borrowers, the Guarantors, or any Guarantor of them to perform any of their or its respective obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither Except as otherwise explicitly provided herein, neither the Agent nor any of its directors, officers, employees or agents 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 Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentwilful misconduct. Borrower The Borrowers shall pay any fee agreed to by Borrower the Borrowers and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other the Loan Document Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Agreement and any other the Loan DocumentDocuments, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in SECTION 13.5 and the first sentence of SECTION 13.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee or fiduciary for any Bank. The Agent Lender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties made by Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Documentrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or any other Loan Document Document, or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations therein or for any failure by Borrower any Company or any Guarantor other Person to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunderhave any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Company or the satisfaction of any condition or to inspect the property (including the books and records) of any Company; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreement.

Appointment, Powers and Immunities of Agent. Each Lender (in its capacity as Lender and, as applicable, Swingline Bank and Issuing Bank) hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or the reimbursement obligations in respect of Letters of Credit or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to SECTION 10.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder hereunder. The Agent shall have the right, without the consent of any of the Banks, to release the Banks' lien or security interest with respect to collateral having an aggregate fair market value at the date time of this Agreement and each anniversary thereof during the term release of this Agreementup to $250,000.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 13.10) appoints and authorizes the Agent Chase to act as its agent Agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrowers or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrowers or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing Collateral for the Obligations Loans or for any failure by any Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. Borrower The Borrowers shall pay any fee agreed to by Borrower the Borrowers and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to 10.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrowers or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrowers or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by Borrower or any Guarantor the Borrowers to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.9) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrower, or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrower, or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, or for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably appoints and authorizes the Agent Mellon Bank, N.A. to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor of the Guarantors, or any officer or official of the Borrower Borrower, or any Guarantor or anyone purporting to be an Authorized Person of the Guarantors, or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or any Guarantor of the Guarantors to perform any of their or its respective obligations hereunder or thereunder. The Agent may take all necessary actions by itself and/or it may employ agents and attorneys-in-fact and shall not be he responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 10.9) appoints and authorizes the Administrative Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Administrative Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to t money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Administrative Agent with respect to the Administrative Agent's services hereunder. The parties hereto agree that each of the Co-Agents services hereunder at do not have any specific duties, rights or powers under this Agreement, but shall be entitled, in their respective capacity as Co-Agent hereunder, to the date of this Agreement and each anniversary thereof during same protections afforded to the term of Administrative Agent, where practicable, under this Agreement.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 10.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person (other than Agent) contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 11.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by Borrower or any Guarantor the Borrowers or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person Borrowers or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them underunder or in connection with, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans, or for any failure by Borrower or any Guarantor the Borrowers to perform any of its their obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Majority Banks pursuant to Section 8.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in writing by the Majority Banks, and (c) except as expressly set forth herein and except for information received by officers of the Agent assigned to administering this Agreement which information such officers reasonably believe to be material, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor other Person to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, therewith except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at hereunder. Beyond the date exercise of this Agreement reasonable care to assure the safe custody of collateral in the Agent's possession and each anniversary thereof during the term of this Agreementaccounting for monies actually received by the Agent hereunder, the Agent shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to any collateral.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to Section 11.9) appoints and authorizes the Agent Chase to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by Borrower the Borrower, any of the Guarantors, or any Guarantor of the Acquired Entities, or any officer or official of the Borrower Borrower, any of the Guarantors, or any Guarantor or anyone purporting to be an Authorized Person of the Acquired Entities, or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by Borrower the Borrower, any of the Guarantors, or any Guarantor of the Acquired Entities to perform any of their or its respective obligations hereunder or thereunder. The Agent may take all necessary actions by itself and/or it may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.

Appointment, Powers and Immunities of Agent. (a) Each Bank, the Swing Bank and the Issuing Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document or instrument referred to or provided for herein or therein, for the satisfaction of any conditions in Article 4, for the perfection or priority of any Lien securing the collateral security for any Obligations or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent’s services hereunder at hereunder, including but not limited to all fees described in the date Fee Letter. (b) The Issuing Bank shall act on behalf of the Banks (according to their Pro Rata Shares) with respect to any Facility Letters of Credit issued by it and the documents associated therewith. The Issuing Bank shall have all of the benefits and immunities: (i) provided to the Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Facility Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent”, as used in this Section 10, included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement and each anniversary thereof during with respect to the term of this AgreementIssuing Bank.

Appointment, Powers and Immunities of Agent. Each Bank and the Issuing Bank hereby irrevocably appoints (but subject to removal by the Required Banks pursuant to Section 11.09) appoint and authorizes authorize the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent or any similar Person by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Neither the Agent nor the Issuing Bank shall have no any duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Neither the Agent nor the Issuing Bank shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor Subsidiary or any officer or official of the Borrower or Borrower, any Guarantor or anyone purporting to be an Authorized Person Subsidiary or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing the Obligations or for any failure by the Borrower or its Subsidiaries, or any Guarantor of them, to perform any of their or its respective obligations hereunder or thereunder. The Agent and the Issuing Bank may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the Agent Agent, nor the Issuing Bank, 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 under any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Borrower shall pay any fee agreed to by Borrower and the Agent with respect to the Agents services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementmisconduct.

Appointment, Powers and Immunities of Agent. Each Bank hereby irrevocably (but subject to removal by the Required Banks pursuant to SECTION 10.09) appoints and authorizes the Agent to act as its agent hereunder and under any other Loan Facility Document with such powers as are specifically delegated to the Agent by the terms of this Agreement and any other Loan Facility Document, together with such other powers as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and any other Loan Facility Document, and shall not by reason of this Agreement be a trustee for any Bank. The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties made by the Borrower or any Guarantor or any officer or official of the Borrower or any Guarantor or anyone purporting to be an Authorized Person or any other Person contained in this Agreement or any other Loan Facility Document, or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, this Agreement or any other Loan Facility Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Facility Document or any other document or instrument referred to or provided for herein or therein, for the perfection or priority of any Lien securing collateral security for the Obligations Loans or for any failure by the Borrower or any Guarantor to perform any of its obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible, 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 selected by it with reasonable care. Neither the 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 any other Loan Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgmentmisconduct. The Borrower shall pay any fee agreed to by the Borrower and the Agent with respect to the Agents Agent's services hereunder at the date of this Agreement and each anniversary thereof during the term of this Agreementhereunder.