Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of the Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes hereunder and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the other Loan Documents, or Documents in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectability of the Loans or for any failure by the Borrower or any other Person Loan Party to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any the other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconductLoan Documents. The Agent may employ agents and attorneys-in-fact in-­fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact 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 the other Loan Documents or in good faith. The Agent may deem and treat the payee of any Note as the holder thereof connection herewith or therewith, except for all purposes hereof unless and until a written notice of the assignment its or transfer thereof shall have been filed with the Agenttheir own gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, under the Notes and the other Loan Documents hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; ; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; Bridge Credit Agreement ----------------------- 52 -48- (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes and the other Loan Documents hereunder with such powers as are specifically delegated to the Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The Agent: : (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or the other Loan Documentsany document delivered in connection herewith, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents Note, if any, or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note Note, if any, as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed consented to in accordance with the AgentSection 11.6.

Appointment, Powers and Immunities. Each Bank Holder hereby irrevocably appoints and authorizes the Agent North Haven Expansion to act as its agent hereunder, hereunder and under the Notes and the other Loan Note Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Loan other Note Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Note Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) Holder. Agent shall not be responsible to the Banks Holders for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the other Loan Note Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or the other Loan Note Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents Note Documents, or any other document referred to or provided for herein or therein, or for the collectability of the Obligations or for the validity, effectiveness or value of any interest or security granted herein or for the value of any Collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for any failure by the Borrower or any other Person Issuer to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any the other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconductNote Documents. The Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, members, managers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under the other Note Documents or in good faith. The Agent may deem and treat the payee connection herewith or therewith, except for its or their own gross negligence, willful misconduct, or breach of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentthis Agreement.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, under the Notes and the other Loan Documents hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (a) shall not have any duties or responsibilities except those expressly set forth which term as used in this Agreementsentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and shall not by reason of this Agreement be a trustee for any Bank; agents): (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties made by any other Person contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them from any other Person under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; ; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any a Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Applicable Borrower to such assignment or transfer (to the extent required by Section 11.06(b) hereof).

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents Documents, and as the Collateral Agent under the Security Documents, with such powers as are specifically delegated to the Agent by the terms of the Loan Documentshereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: : (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or in any certificate or other documents document referred to or provided for in, or received by any of them Bank under, this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or the other Loan Documents Document or any other document referred to or provided for herein or therein or for the value, title, condition, fitness for use of or otherwise with respect to the Collateral or as to the perfection or priority of the Liens or security interests created thereby (and it makes no representation or warranty with respect thereto), or for insuring or inspecting the Collateral or for paying or discharging any tax, assessment, governmental charge or Lien affecting the Collateral, or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Banks and shall not be liable for any action taken or omitted to be taken at the direction of the Required Banks, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Agent, in its capacity as Collateral Agent under the Security Documents, with the consent of the Required Banks, shall have power to appoint one or more persons to act as co-agent or co-agents, jointly with the Collateral Agent, or separate agent or separate agents, of all or any part of the Collateral, and to vest in such person or persons, in such capacity, such title to the Collateral or any part thereof, and such rights, powers, duties, trusts or obligations as the Collateral Agent, with the consent of the Required Banks, may deem and treat consider necessary or desirable in any case only for the payee purpose of meeting any legal requirements of any Note as the holder thereof for all purposes hereof unless and until a written notice jurisdiction in which any part of the assignment Collateral may at the time be located. Absent any specific agreement to the contrary, any co-agent or transfer co-agents appointed hereunder shall, to the extent applicable, have the rights, obligations and duties of the Collateral Agent hereunder. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank. Except as otherwise provided in this Agreement, during the existence of a Default or an Event of Default, the Agent, as Collateral Agent, agrees to make only such demands and give only such notices under the Security Documents as it is instructed in writing to give, and to take only such action to enforce the Security Documents and to only collect and/or dispose of the Collateral or any portion thereof shall have been filed as it is instructed in writing to take, collect or dispose of any of the Collateral pursuant to applicable law, by the Required Banks. The Collateral Agent agrees not to release the Collateral or any portion thereof except in accordance with the Agent.provisions of this Agreement and the other Loan Documents. The Collateral Agent shall not grant any consent (except as expressly contemplated by this Agreement or the other Loan Documents) or waiver in connection with, execute any amendment to or modification of, or exercise any discretion granted to it under any of the Security Documents, except in accordance with Section 9.06. Notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes and the other Loan Documents hereunder with such powers as are specifically delegated to the Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Agent (a) which term as used in this sentence and in Section 12.5 and the first sentence of Section 12.6 hereof shall not include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): shall have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or any of the other Loan Documents, or in any certificate or other documents instrument, document or agreement referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or any of the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any of the other Loan Documents or any other document referred to or provided for herein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) subject to Section 12.3 hereof, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other agreement, document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agenttransfer.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents Documents, and as the Collateral Agent under the Security Documents, with such powers as are specifically delegated to the Agent by the terms of the Loan Documentshereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: : (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or in any certificate or other documents document referred to or provided for in, or received by any of them Bank under, this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or the other Loan Documents Document or any other document referred to or provided for herein or therein or for the value, title, condition, fitness for use of or otherwise with respect to the Collateral or as to the perfection or priority of the Liens or security interests created thereby (and it makes no representation or warranty with respect thereto), or for insuring or inspecting the Collateral or for paying or discharging any tax, assessment, governmental charge or Lien affecting the Collateral, or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Banks and shall not be liable for any action taken or omitted to be taken at the direction of the Required Banks, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Agent, in its capacity as Collateral Agent under the Security Documents, with the consent of the Required Banks, shall have power to appoint one or more persons to act as co-agent or co-agents, jointly with the Collateral Agent, or separate agent or separate agents, of all or any part of the Collateral, and to vest in such person or persons, in such capacity, such title to the Collateral or any part thereof, and such rights, powers, duties, trusts or obligations as the Collateral Agent, with the consent of the Required Banks, may deem and treat consider necessary or desirable in any case only for the payee purpose of meeting any legal requirements of any Note as the holder thereof for all purposes hereof unless and until a written notice jurisdiction in which any part of the assignment Collateral may at the time be located. Absent any specific agreement to the contrary, any co-agent or transfer co-agents appointed hereunder shall, to the extent applicable, have the rights, obligations and duties of the Collateral Agent hereunder. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank. Except as otherwise provided in this Agreement, during the existence of a Default or an Event of Default, the Agent, as Collateral Agent, agrees to make only such demands and give only such notices under the Security Documents as it is instructed in writing to give, and to take only such action to enforce the Security Documents and to only collect and/or dispose of the Collateral or any portion thereof shall have been filed as it is instructed in writing to take, collect or dispose of any of the Collateral pursuant to applicable law, by the Required Banks. The Collateral Agent agrees not to release the Collateral or any portion thereof except in accordance with the Agentprovisions of this Agreement and the other Loan Documents. The Collateral Agent shall not grant any consent (except as expressly contemplated by this Agreement or the other Loan Documents) or waiver in connection with, execute any amendment to or modification of, or exercise any discretion granted to it under any of the Security Documents, except in accordance with Section 9.06. Notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any action that is in its opinion contrary to law or to the terms of this Agreement or any of the Security Documents, or would in its reasonable opinion subject it or any of its agents, officers, employees or directors to personal liability.

Appointment, Powers and Immunities. Each Bank Lender and the LC Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, Administrative Agent hereunder and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of the Loan Documentshereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or in any certificate or other documents document referred to or provided for in, or received by any of them Lender under, this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or the other Loan Documents Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Lenders, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.or

Appointment, Powers and Immunities. Each Bank hereby ---------------------------------- irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes and the other Loan Documents hereunder with such powers as are specifically delegated to the Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The AgentAgent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents) and the Co-Agents: (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee or other fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Agent: , the Co-Agent, nor any of their respective Affiliates, officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or willful misconduct or the wrongful failure of the Agent or Co-Agent, in their capacities as a Bank, to fund their own respective Commitment pursuant to the terms of this Agreement. Without limiting the generality of the preceding sentence, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.Loan

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement, and the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any no duties or responsibilities responsi- bilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) . The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or Documents in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconducttherein. The Agent may employ agents and attorneys-inattorneys -in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact 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, the other Loan Documents or in good faith. The Agent may deem and treat the payee of any Note as the holder thereof connection herewith or therewith, except for all purposes hereof unless and until a written notice of the assignment its or transfer thereof shall have been filed with the Agenttheir own gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of the Loan Documentshereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: : (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or in any certificate or other documents document referred to or provided for in, or received by any of them Bank under, this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or the other Loan Documents Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document Loan Document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.any

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The Agent: : (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan DocumentsNotes, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan DocumentsNotes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Basic Documents with such powers as are specifically delegated to the Agent by the terms of the Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: are (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Basic Documents, and shall not by reason of this Agreement or any other Basic Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the in any other Loan DocumentsBasic Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or the any other Loan DocumentsBasic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the any other Loan Documents Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the in any other Loan DocumentsDocument, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or the other Loan Documents Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, any REO Acquisition Entity, or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent and the Documentation Agent (each an "Agent" and, collectively, the "Agents") to act as its agent hereunder, agents hereunder and under the Notes and the other Loan Credit Documents with such powers as are specifically delegated to the Administrative Agent and the Documentation Agent, as the case may be, by the terms of the Loan Documentshereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Each Agent (which term as used in this sentence and in Section 8.5 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement or in any of the Credit Documents, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or any of the other Loan Documents, or documents in any certificate or any of the other documents referred to or provided for in, Credit Documents or received by any of them under, this Agreement, the Notes Agreement or any of the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any of the other Loan Credit Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder, or for the satisfaction of any condition precedent specified in Section 4 hereof; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other document or instrument referred to or provided for herein or in connection herewithCredit Documents, except for its own gross negligence or willful misconduct. The Without limiting the generality of the foregoing, each Agent shall be conclusively entitled to assume that the conditions precedent set forth in Section 4.1 hereof have been satisfied unless the Administrative Agent has received written notice from a Bank referring to the relevant Section and stating that the relevant condition has not been satisfied or unless the certificate furnished by the Borrower pursuant thereto so indicates. Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably (but subject to Section 10.08) appoints and authorizes the Administrative Agent to act as its agent hereunder, under the Notes and the other Loan Documents hereunder with such powers as are specifically delegated to the Administrative Agent by the terms of the Loan Documents, this Agreement together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its Affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, Agreement or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of the Loan Documentshereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: : (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or in any certificate or other documents document referred to or provided for in, or received by any of them Bank under, this Agreement, the Notes Agreement or the any other Loan DocumentsDocument, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or the other Loan Documents Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.or

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes hereunder and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender. The Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the other Loan Documents, or Documents in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectability of the Loans or for any failure by the Borrower or any other Person Loan Party to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any the other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconductLoan Documents. The Agent may employ agents and attorneys-in-fact in­fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact 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 the other Loan Documents or in good faith. The Agent may deem and treat the payee of any Note as the holder thereof connection herewith or therewith, except for all purposes hereof unless and until a written notice of the assignment its or transfer thereof shall have been filed with the Agenttheir own gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this Agreement and the Loan other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any Borrower or any of its Subsidiaries contained in this Agreement, the Notes or the other Loan Documents, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents Agreement or any other document referred to or provided for herein Credit Document or for any failure by the any Borrower or any other Person of its Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of to any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.Lender

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, hereunder and under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan DocumentsNotes, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan DocumentsNotes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes and the other Loan Documents hereunder with such powers as are specifically specifi cally delegated to the Agent by the terms of the Loan Documentsthis Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its affiliates; and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee or other fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.mis-

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder, under the Notes hereunder and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) . The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes Agreement or the other Loan Documents, or Documents in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes Agreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any Collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any the other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconductLoan Documents. The Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact 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 the other Loan Documents or in good faith. The Agent may deem and treat the payee of any Note as the holder thereof connection herewith or therewith, except for all purposes hereof unless and until a written notice of the assignment its or transfer thereof shall have been filed with the Agenttheir own gross negligence or willful misconduct.