Common use of Appointment and Authorization of Collateral Agent Clause in Contracts

Appointment and Authorization of Collateral Agent. Each holder of a Note hereby irrevocably (subject to Section 14.09 hereof) appoints, designates and authorizes the Collateral Agent as its agent to take such actions on its behalf under or in respect of any of the Guaranty or the Security Agreements (collectively, the "Collateral Documents") and to exercise such powers and perform such duties on its behalf as are expressly delegated to the Collateral Agent by the terms of any of the Collateral Documents, together with such powers as are reasonably incidental thereto. The Collateral Agent hereby accepts such appointment. Notwithstanding any provision to the contrary contained elsewhere herein, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any holder of a Note, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein with reference to the Collateral 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 Collateral Agent. Each holder of a Note Secured Creditor hereby irrevocably (subject to Section 14.09 hereof) appoints, designates and authorizes BofA as the initial Collateral Agent to (i) hold as a representative (as such term is used in § 9-102(72)(E) of the Uniform Commercial Code in effect in the State of Oregon) for such Secured Creditor the security interests granted under or pursuant to the terms of the Collateral Agent as its agent to Documents and (ii) take such actions on its such Secured Creditor’s behalf under or in respect the provisions of any of the Guaranty or the Security Agreements (collectively, the "this Agreement and each Collateral Documents") Document and to exercise such powers and perform such duties on its behalf as are expressly delegated to the Collateral Agent by the terms of this Agreement or any of the Collateral DocumentsDocument, together with such powers as are reasonably incidental thereto. The Collateral Agent hereby accepts such appointment. Notwithstanding any provision to the contrary contained elsewhere hereinherein or in any Collateral Document, (1) the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the herein or in a Collateral Agent have or be deemed to have any fiduciary relationship with any holder of a NoteDocument, and (2) no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "“agent" ” herein and in the other Collateral Documents with reference to the Collateral 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 a collateral relationship between independent contracting parties.

Appointment and Authorization of Collateral Agent. Each holder of a Note Hedge Provider hereby irrevocably (subject to Section 14.09 hereof9.9) appoints, designates and authorizes the Collateral Agent as its agent to take such actions action on its behalf under or in respect the provisions of any of the Guaranty or the Security Agreements (collectively, the "Collateral Documents") this Agreement and each other Hedging Facility Document and to exercise such powers and perform such duties on its behalf as are expressly delegated to the Collateral Agent it by the terms of this Agreement or any of the Collateral DocumentsHedging Facility Document, together with such powers as are reasonably incidental thereto. The Collateral Agent hereby accepts such appointment. Notwithstanding any provision to the contrary contained elsewhere hereinherein or in any other Hedging Facility Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any holder of a NoteHedge Provider, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Hedging Facility Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "“agent" ” herein and in the other Hedging Facility Document with reference to the Collateral 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 Collateral Agent. Each holder of a Note Lender hereby irrevocably (subject to Section 14.09 hereof) appoints, designates and appoints BNP Paribas as the Collateral Agent under the Loan Documents and hereby authorizes the Collateral Agent as its agent Agent, in such capacity, to take such actions action as Collateral Agent on its behalf under or in respect of any of the Guaranty or the Security Agreements (collectively, the "Collateral Documents") and to exercise such powers and perform such duties on its behalf under the Loan Documents as are expressly delegated to the Collateral Agent by the terms of thereof, including acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral DocumentsLoan Parties to secure any of the Obligations, together with such powers as are reasonably incidental thereto, and that the Collateral Agent may also act, subject to and in accordance with the terms of each ABL Intercreditor Agreement and any other intercreditor or subordination agreement, as applicable. The Collateral Agent hereby accepts such appointment. Notwithstanding Lenders expressly agree that, notwithstanding any provision to the contrary contained elsewhere hereinin this Agreement, the Collateral Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, any Loan Party or otherwise, and nothing herein or in any of the other Loan Documents shall not have result in any duties or responsibilities, obligations on the Collateral Agent or any Lender except those as expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any holder of a Note, 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 Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein with reference to the Collateral 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 Collateral Agent. Each holder of a Note Secured Creditor hereby irrevocably (subject to Section 14.09 hereof) appoints, designates and authorizes BofA as the initial Collateral Agent to (i) hold as a representative (as such term is used in ss. 9-102(72)(E) of the Uniform Commercial Code in effect in the State of Oregon) for such Secured Creditor the security interests granted under or pursuant to the terms of the Collateral Agent as its agent to Documents and (ii) take such actions on its such Secured Creditor's behalf under or in respect the provisions of any of the Guaranty or the Security Agreements (collectively, the "this Agreement and each Collateral Documents") Document and to exercise such powers and perform such duties on its behalf as are expressly delegated to the Collateral Agent by the terms of this Agreement or any of the Collateral DocumentsDocument, together with such powers as are reasonably incidental thereto. The Collateral Agent hereby accepts such appointment. Notwithstanding any provision to the contrary contained elsewhere hereinherein or in any Collateral Document, (1) the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the herein or in a Collateral Agent have or be deemed to have any fiduciary relationship with any holder of a NoteDocument, and (2) no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Collateral Documents with reference to the Collateral 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 a collateral relationship between independent contracting parties.