Common use of Appointment; Authorization Clause in Contracts

Appointment; Authorization. The Holder and the Trustee, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their behalf under the provisions of this Note, each Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Agreement, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeBuyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Notes, each Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Agreement, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Notes, any Security Agreement or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Notes, any Security Agreement or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeHolders, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON Special Situations LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Exchange Notes, each of the Security Agreement Documents, as amended by the Amendment to Security Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each of the Security AgreementDocuments, as amended by the Amendment to Security Documents, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Documents, as amended by the Amendments to Security Documents (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Exchange Notes, any Security Agreement Documents, as amended by the Amendments to Security Documents or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Exchange Notes, any Security Agreement Documents, as amended by the Amendments to Security Documents or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeBuyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON Special Situations LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Notes, each Security Agreement Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security AgreementDocument, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the Trustee, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their behalf under the provisions of this Note, each Security Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Agreement, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 22 are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the Trustee, together with any successors or assigns thereof, hereby irrevocably appointappoints, designate designates and authorize authorizes High Trail Investments ON LLC SA LLC, as collateral agent agent, to take such action on their its behalf under the provisions of the Securities Purchase Agreement, this Note, Note and each Security Agreement Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each the Securities Purchase Agreement or any Security AgreementDocument, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 22 are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Note, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Securities Purchase Agreement, this Note, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeEach Buyer, together with any successors or assigns thereof, hereby irrevocably appointappoints, designate designates and authorize High Trail Investments ON LLC authorizes [***] as collateral agent to take such action on their behalf under the provisions of this Noteaction, each Security Agreement and to exercise such powers and perform such duties on its behalf under the provisions of the Notes, each Security Document and each other Transaction Document as are expressly delegated to it by the terms of such documents, and to act as agent of such Buyer for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Company and its Subsidiaries on the Collateral to secure any of the Obligations, in each Security Agreement, case together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 21 are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the Trustee, together with any successors or assigns thereof, hereby irrevocably appointappoints, designate designates and authorize High Trail authorizes HT Investments ON MA, LLC as collateral agent to take such action on their its behalf under the provisions of this Note, Note and each Security Agreement Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security AgreementDocument, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 22 are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Note, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeBuyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Notes, each Security Agreement Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security AgreementDocument, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeBuyer, together with any successors or assigns thereof, hereby irrevocably appointappoints, designate designates and authorize High Trail Investments ON authorizes GLAS Americas LLC as collateral agent “Security Agent” under the Debenture to take such action on their behalf under the provisions of this Note, each Security Agreement the Notes and the Debenture and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Agreementthe Debenture, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 10 are solely for the benefit of the Collateral Security Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or “Security Agent” in any Security Agreement the Debenture (or any other similar term) with reference to the Collateral Security 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Notes, any Security Agreement the Debenture or any other agreement, instrument or document related hereto or thereto, the Collateral Security Agent shall not have any duty or responsibility except those expressly set forth hereinin the Debenture, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Notes, any Security Agreement the Debenture or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Security Agent. The Collateral Agent shall act hereunder Buyer hereby authorizes and under directs the Security Documents in accordance with the provisions of this Note Agent to execute and the Security Documents pursuant deliver Transaction Documents, as applicable, and any ancillary documents related thereto to the direction of the Required Holders or the Trusteewhich it is a party.

Appointment; Authorization. The Holder Each Lender hereby designates and appoints Wachovia as Administrative Agent to act as specified herein and in the Trusteeother Loan Documents, together with any successors or assigns thereofand each such Lender hereby authorizes the Administrative Agent, hereby irrevocably appointas the agent for such Lender, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their its behalf under the provisions of this Note, each Security Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms hereof and of each Security Agreementthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 21 are solely for Notwithstanding any provision to the benefit of contrary elsewhere herein and in the Collateral Agentother Loan Documents, and the Company Administrative Agent shall not have rights as a third-party beneficiary of any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of such provisionsthe other Loan Documents, or shall otherwise exist against the Administrative Agent. It is understood In performing its functions and agreed that duties under this Agreement and the other Loan Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower. Without limiting the generality of the foregoing two sentences, the use of the term “agent” herein or and in any Security Agreement (or any the other similar term) Loan Documents with reference to the Collateral Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead 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. Notwithstanding any provision to the contrary contained elsewhere in this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note, any Security Agreement or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note Article IX (other than Section 9.09) are solely for the benefit of the Administrative Agent and the Security Documents pursuant to the direction Lenders and no Borrower shall have any rights as a third party beneficiary of the Required Holders or the Trusteeprovisions hereof (other than Section 9.09).

Appointment; Authorization. The Holder and the TrusteeBuyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON Special Situations LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Convertible Notes, each Security Agreement Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security AgreementDocument, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Convertible Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth hereinherein or in the Security Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Convertible Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions [Certain portions of this Note and the Security Documents document have been omitted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[*]” to indicate where omissions have been made. The marked information has been omitted because it is (i) not material and (ii) is the direction of type that the Required Holders registrant treats as private or the Trusteeconfidential.]

Appointment; Authorization. The Holder and the TrusteeBuyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON SA LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Notes, each Security Agreement Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security AgreementDocument, together with such powers as are reasonably incidental thereto. The provisions of this this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeHolders, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Exchange Notes, each of the Security Agreement Documents, as amended by the Amendment to Security Documents, and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each of the Security AgreementDocuments, as amended by the Amendment to Security Documents, together with such powers as are reasonably incidental thereto. The provisions of this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document, as amended by the Amendments to Security Documents, (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Exchange Notes, any Security Agreement Document, as amended by the Amendments to Security Documents, or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Exchange Notes, any Security Agreement Document, as amended by the Amendments to Security Documents, or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.

Appointment; Authorization. The Holder and the TrusteeBuyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize High Trail Investments ON SA LLC as collateral agent to take such action on their behalf under the provisions of this Notethe Notes, each Security Document and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Document and the Intercreditor Agreement, together with such powers as are reasonably incidental thereto. The provisions of this this Section 21 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Agreement Document (or any other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Notethe Notes, any Security Agreement Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. The Collateral Agent shall act hereunder and under the Security Documents in accordance with the provisions of this Note and the Security Documents pursuant to the direction of the Required Holders or the Trustee.