Common use of Authority of the Administrative Agent Clause in Contracts

Authority of the Administrative Agent. The Administrative Agent shall have, and be entitled to exercise, all such powers hereunder (to the extent permitted by the Credit Agreement) as are specifically delegated to the Administrative Agent by the terms hereof, together with such powers as are incidental thereto, for the benefit of the Banks. As to matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of this Agreement) the Administrative Agent shall not be required to exercise any discretion, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks and such instructions shall be binding upon all Banks. The Administrative Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the reasonable advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Administrative Agent, the Banks nor any director, officer or employee thereof shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; provided that notwithstanding the foregoing, the Administrative Agent shall comply with Section 4. Each Pledgor agrees to reimburse the Administrative Agent, on demand, for all reasonable costs and expenses actually incurred by the Administrative Agent in connection with the administration and enforcement of this Agreement and for all costs and expenses of the enforcement of this Agreement (including, without limitation, reasonable costs and expenses actually incurred by any agent employed by the Administrative Agent) and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Administrative Agent and the Banks (and any such agent) from and against any and all liability incurred by the Administrative Agent or any Bank or any such agent thereof hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of the Administrative Agent or any Bank or such agent, as the case may be.

Authority of the Administrative Agent. The Administrative Agent shall have, Each Guarantor acknowledges that the rights and be entitled to exercise, all such powers hereunder (to the extent permitted by the Credit Agreement) as are specifically delegated to responsibilities of the Administrative Agent by the terms hereof, together with such powers as are incidental thereto, for the benefit of the Banks. As to matters not expressly provided for by under this Agreement (including, without limitation, enforcement or collection of this Agreement) with respect to any action taken by the Administrative Agent shall not be required to or the exercise any discretion, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon non-exercise by the instructions of the Required Banks and such instructions shall be binding upon all Banks. The Administrative Agent may execute of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the reasonable advice of such counsel concerning all matters pertaining to its duties hereunder. Neither this Agreement shall, as between the Administrative Agent, the Banks nor any directorLenders and the Swap Counterparties, officer or employee thereof shall be liable for any action taken or omitted governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to be taken by it hereunder or in connection herewithtime among them, except for its own gross negligence or willful misconduct. Without limiting but, as between the generality of Administrative Agent and the foregoingGuarantors, the Administrative Agent shall not be responsible conclusively presumed to any Bank be acting as agent for the due executionLenders and the Swap Counterparties with full and valid authority so to act or refrain from acting, legalityand no Guarantor shall be under any obligation, validityor entitlement, enforceabilityto make any inquiry respecting such authority. [Remainder of page intentionally left blank. Signature pages follow.] IN WITNESS WHEREOF, genuinenesseach of the undersigned has caused this Guarantee Agreement to be duly executed and delivered as of the date first above written. XXXXXXXX’X BEND OPERATING II, sufficiency or value LLC By: Name: [ ] Title: [ ] XXXXXXXX’X BEND MARKETING II, LLC By: Name: [ ] Title: [ ] XXXXXXXX’X BEND PRODUCTION II, LLC By: Name: [ ] Title: [ ] Schedule 1 to Guarantee Agreement NOTICE ADDRESSES OF GUARANTORS Annex 1 to Guarantee Agreement JOINDER AGREEMENT, dated as of this Agreement or any other Loan Document or other support or security , 200 , made by (including the validity, priority or perfection of any Lien“Additional Guarantor”), or any other document furnished in connection with any favor of the foregoing; provided that notwithstanding the foregoingand as Administrative Agent (in such capacity, the Administrative Agent shall comply with Section 4. Each Pledgor agrees to reimburse the “Administrative Agent, on demand, ”) for all reasonable costs the banks and expenses actually incurred by other financial institutions or entities (the Administrative Agent “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in connection with the administration and enforcement of this Agreement and for all costs and expenses of the enforcement of this Agreement (including, without limitation, reasonable costs and expenses actually incurred by any agent employed by the Administrative Agent) and agrees to indemnify (which indemnification shall survive any termination of this such Credit Agreement) and hold harmless the Administrative Agent and the Banks (and any such agent) from and against any and all liability incurred by the Administrative Agent or any Bank or any such agent thereof hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of the Administrative Agent or any Bank or such agent, as the case may be.

Authority of the Administrative Agent. The Administrative Agent shall have, and be entitled to exercise, all such powers hereunder (to the extent permitted by the Credit Agreement) as are specifically delegated to the Administrative Agent by the terms hereof, together with such powers as are incidental thereto, for the benefit of the BanksBanks and the holders of the Senior Notes. As to matters not expressly provided for by this Pledge Agreement (including, without limitation, enforcement or collection of this Pledge Agreement) the Administrative Agent shall not be required to exercise any discretion, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks (without instructions from the holders of the Senior Notes or any representative thereof) and such instructions shall be binding upon all BanksBanks and all holders of the Senior Notes and their representatives. The Administrative Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the reasonable advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Administrative Agent, the holders of the Senior Notes, the Banks nor any director, officer or employee thereof shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent shall not be responsible to any Bank or any holder of a Senior Note for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Pledge Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; provided that notwithstanding the foregoing, the Administrative Agent shall comply with Section 4. Each The Pledgor agrees to reimburse the Administrative Agent, on demand, for all reasonable costs and expenses actually incurred by the Administrative Agent in connection with the administration and enforcement of this Agreement and for all costs and expenses of the enforcement of this Agreement (including, without limitation, reasonable costs and expenses actually incurred by any agent employed by the Administrative Agent) and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Administrative Agent Agent, the holders of the Senior Notes and the Banks (and any such agent) from and against any and all liability incurred by the Administrative Agent Agent, any holder of a Senior Note or any Bank or any such agent thereof hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of the Administrative Agent Agent, any holder of a Senior Note or any Bank or such agent, as the case may be.

Authority of the Administrative Agent. The Administrative Agent shall have, and be entitled to exercise, all such powers hereunder (to the extent permitted by the Credit Agreement) as are specifically delegated to the Administrative Agent by the terms hereof, together with such powers as are incidental thereto, for the benefit of the BanksBanks and the holders of the Senior Notes. As to matters not expressly provided for by this Pledge Agreement (including, without limitation, enforcement or collection of this Pledge Agreement) the Administrative Agent shall not be required to exercise any discretion, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks (without instructions from the holders of the Senior Notes or any representative thereof) and such instructions shall be binding upon all BanksBanks and all holders of the Senior Notes and their representatives. The Administrative Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the reasonable advice of such counsel concerning all matters pertaining to its duties hereunder. Neither the Administrative Agent, the holders of the Senior Notes, the Banks nor any director, officer or employee thereof shall be liable for any action taken or omitted to be taken by it hereunder or in connection herewith, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent shall not be responsible to 25605\091\10EXE4MB.001 any Bank or any holder of a Senior Note for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Pledge Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; provided that notwithstanding the foregoing, the Administrative Agent shall comply with Section 4. Each The Pledgor agrees to reimburse the Administrative Agent, on demand, for all reasonable costs and expenses actually incurred by the Administrative Agent in connection with the administration and enforcement of this Agreement and for all costs and expenses of the enforcement of this Agreement (including, without limitation, reasonable costs and expenses actually incurred by any agent employed by the Administrative Agent) and agrees to indemnify (which indemnification shall survive any termination of this Agreement) and hold harmless the Administrative Agent Agent, the holders of the Senior Notes and the Banks (and any such agent) from and against any and all liability incurred by the Administrative Agent Agent, any holder of a Senior Note or any Bank or any such agent thereof hereunder or in connection herewith, unless such liability shall be due to gross negligence or willful misconduct on the part of the Administrative Agent Agent, any holder of a Senior Note or any Bank or such agent, as the case may be.