Common use of Appointment and Authorization of the Agents Clause in Contracts

Appointment and Authorization of the Agents. Each Secured Party hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto and each Investor hereby irrevocably appoints, designates and authorizes the Group Agent that is part of its Investor Group to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Group Agents by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, no Agent shall have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall any Agent have or be deemed to have any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement 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 the Agents. (a) Each Secured Party Lender hereby irrevocably appoints, designates and authorizes each of the Agent Agents to take such action on its behalf under the provisions of this Agreement and each other Transaction Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Agent it by the terms of this Agreement and or any other Transaction Loan Document, together with such other powers as are reasonably incidental thereto and each Investor hereby irrevocably appoints, designates and authorizes the Group Agent that is part of its Investor Group to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Group Agents by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Transaction Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth in this Agreementherein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Secured PartyLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against any such Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement 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 Lawlaw. 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. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any such provisions. (b) The Lenders hereby appoint Citicorp North America, Inc. to act as “collateral agent” or as “administrative agent” solely for the purpose of negotiating, executing, accepting delivery of and otherwise acting pursuant to collateral access agreements, or any other similar agreement.

Appointment and Authorization of the Agents. Each Secured Party Lender hereby irrevocably appoints, designates and authorizes each of the Agent Agents to take such action on its behalf under the provisions of this Agreement and each other Transaction Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Agent it by the terms of this Agreement and or any other Transaction Loan Document, together with such other powers as are reasonably incidental thereto and each Investor hereby irrevocably appoints, designates and authorizes the Group Agent that is part of its Investor Group to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Group Agents by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Transaction Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth in this Agreementherein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Secured PartyLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against any such Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement 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 Lawlaw. 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. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any such provisions.

Appointment and Authorization of the Agents. (a) Each Secured Party Lender hereby irrevocably appoints, designates and authorizes each of the Agent Agents to take such action on its behalf under the provisions of this Agreement and each other Transaction Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Agent it by the terms of this Agreement and or any other Transaction Loan Document, together with such other powers as are reasonably incidental thereto and each Investor hereby irrevocably appoints, designates and authorizes the Group Agent that is part of its Investor Group to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Group Agents by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Transaction Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth in this Agreementherein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Secured PartyLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against any such Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement 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 Lawlaw. 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. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any such provisions. (b) Citigroup Global Markets Inc. hereby appoints Citicorp USA, Inc. to act as “collateral agent” or as “administrative agent” solely for the purpose of negotiating, executing, accepting delivery of and otherwise acting pursuant to collateral access agreements, or any other similar agreement.

Appointment and Authorization of the Agents. (a) Each Secured Lender Party hereby irrevocably appoints, designates and authorizes each of the Agent Agents to take such action on its behalf under the provisions of this Agreement and each other Transaction Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Agent it by the terms of this Agreement and or any other Transaction Loan Document, together with such other powers as are reasonably incidental thereto and each Investor hereby irrevocably appoints, designates and authorizes the Group Agent that is part of its Investor Group to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Group Agents by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Transaction Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth in this Agreementherein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Secured PartyLender Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against any such Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement 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. (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to each Agent in this Article VII with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article VII and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.