Common use of Appointment; Authorization Clause in Contracts

Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes the 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. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Loans), the Agent shall not be required to exercise any discretion or take any action, but shall be required (subject to Section 10.04) 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 Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in this Agreement or in the other Loan Documents), and such instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) shall be binding upon all Lenders and all makers of Loans. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duty or responsibility except those expressly set forth in this Agreement or any other Loan Document, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

Appointment; Authorization. (i) Each Lender Purchaser hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Investment 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 Investment Document, together with such powers as are reasonably incidental thereto. As thereto and (ii) each Secured Party hereby irrevocably appoints, designates and authorizes Collateral Agent to any act as its collateral agent and representative for and on its behalf, and on behalf of the Indemnified Parties, with respect to all Collateral matters not expressly provided for by this and under the Collateral Agency Agreement and the other Loan Collateral Documents. Each Purchaser and each Secured Party hereby grants to Agent and Collateral Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent and/or Collateral Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent and/or Collateral Agent to accomplish any of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents (including, without limitation, enforcement or collection of including the Loans), the Agent shall not be required to exercise any discretion or take any action, but shall be required (subject to Section 10.04Collateral Agency Agreement) 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 Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in this Agreement or in the other Loan DocumentsInvestment Documents under the circumstances specifically provided herein and therein), and such instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) shall be binding upon all Lenders and all makers of Loans. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Investment Document, the Agent and Collateral Agent shall not have any duty or responsibility except those expressly set forth in this Agreement or any other Loan Documentherein, nor shall the (i) Agent have or be deemed to have any fiduciary relationship with any LenderPurchaser or (ii) Collateral 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 Loan Investment Document or otherwise exist against the Agent or Collateral Agent. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

Appointment; Authorization. Each Lender Purchaser hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Investment 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 Investment Document, together with such powers as are reasonably incidental theretothereto and (ii) each Secured Party hereby irrevocably appoints, designates and authorizes Agent to act as its collateral agent and representative for and on its behalf, and on behalf of the Indemnified Parties, with respect to all Collateral matters and under the Collateral Documents. As Each Purchaser and each Secured Party hereby grants to Agent all such powers and authority as are necessary, desirable or appropriate to carry out the functions and duties delegated or assigned to Agent hereunder and thereunder, including to take all actions as may be necessary, appropriate or desirable in the sole judgment of Agent to accomplish any matters not expressly provided for by this Agreement of the foregoing (including the authority to release Collateral from the Liens created under the Collateral Documents and the other Loan Investment Documents (including, without limitation, enforcement or collection of under the Loanscircumstances specifically provided herein and therein), the Agent shall not be required to exercise any discretion or take any action, but shall be required (subject to Section 10.04) 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 Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in this Agreement or in the other Loan Documents), and such instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) shall be binding upon all Lenders and all makers of Loans. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Investment Document, the Agent shall not have any duty or responsibility except those expressly set forth in this Agreement or any other Loan Documentherein, nor shall the (i) Agent have or be deemed to have any fiduciary relationship with any LenderPurchaser or (ii) 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 Loan Investment Document or otherwise exist against the Agent. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

Appointment; Authorization. Each Lender hereby irrevocably appoints, designates and authorizes appoints Chase as the Agent of such Lender under this Agreement and each of the other Credit Documents, and each such Lender irrevocably authorizes (a) Chase, as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and each of the other Loan Document Credit Documents and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto and (b) Chase, in its capacity as Issuing Lender, to issue the Letters of Credit, subject to the terms and conditions hereof, to pay the amount of any draft presented under any Letter of Credit upon presentation of documents which, upon their face, conform to the terms of such Letter of Credit, to create Acceptances, to receive from the Company reimbursement for the amount of each draft paid under each Letter of Credit and each Acceptance and payment of all commissions, charges and interest in respect of the Letters of Credit and the Acceptances, and to take such action on behalf of such Lender under this Agreement, the Letter of Credit Documents and the Acceptance Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or any other Loan Documentrequired of the Issuing Lender by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Loans), the Agent shall not be required to exercise any discretion or take any action, but shall be required (subject to Section 10.04) 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 Lenders (or such other number or percentage of the Lenders as shall be expressly provided for in this Agreement or in the other Loan Documents), and such instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) shall be binding upon all Lenders and all makers of Loans. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, neither the Agent nor the Issuing Lender shall not have any duty duties or responsibility responsibilities, except those expressly set forth in this Agreement herein, or any other Loan Document, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Loan Document Credit Documents or otherwise exist against the Agent. Nothing in this Agreement Agent or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or thereinIssuing Lender.