Common use of Appointment and Authorization of Agents Clause in Contracts

Appointment and Authorization of Agents. Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Agents. Each Lender and Issuing Bank hereby appoints Barclays Bank PLC as the Facility Agent hereunder and irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Facility Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Financing Document, neither the Administrative Agent nor the Collateral Facility Agent shall have any no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Facility Agent have or be deemed to have any fiduciary relationship with any Lender Lender, Issuing Bank or Participantparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against the Administrative Agent or the Collateral Facility Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Financing Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Agents. Each Lender and each L/C Issuer hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the and Collateral Agent shall have any no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the and Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participantparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the and Collateral Agent, regardless of whether a Default or Event of Default has occurred and is continuing. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.194 #98388029v19

Appointment and Authorization of Agents. (a) Each Lender hereby appoints Barclays Bank PLC as the Facility Agent hereunder and irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Facility Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Financing Document, neither the Administrative Agent nor the Collateral Facility Agent shall have any no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Facility Agent have or be deemed to have any fiduciary relationship with any Lender or Participantparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against the Administrative Agent or the Collateral Facility Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Financing Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each of the Lenders hereby authorizes the Facility Agent, acting on its behalf, to appoint Barclays Bank PLC as the Collateral Agent under and pursuant to the terms of the Collateral Agency Agreement.

Appointment and Authorization of Agents. Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Credit Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Credit Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Agents. (a) Each Lender of the Lenders hereby irrevocably appoints, designates and authorizes each of appoints Toronto Dominion (Texas) LLC to act on its behalf as the Administrative Agent hereunder and under the Collateral other Loan Documents and authorizes the Agent to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Company’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participantparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.