Common use of Appointment of Agent; Powers Clause in Contracts

Appointment of Agent; Powers. (a) Each Lender hereby irrevocably designates and appoints CIT to act as the Agent for such Lender under this Financing Agreement and the other Loan Documents, and irrevocably authorizes CIT, as Agent for such Lender, to take such action on its behalf under the provisions of this Financing Agreement and the other Loan Documents, and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Financing Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In performing its functions under this Financing Agreement, the Agent is acting solely as an agent of the Lenders, and the Agent (i) does not assume, (ii) shall not be deemed to have assumed and (iii) expressly disclaims an agency, an advisory or any other fiduciary relationship with the Companies or any Lender. The Agent shall not have any (a) duty, responsibility, obligation or liability to any Lender or the Companies, except for those duties, responsibilities, obligations and liabilities expressly set forth in this Financing Agreement or the other Loan Documents, or (b) fiduciary or advisory relationship with any Lender or the Companies, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Financing Agreement or the other Loan Documents, or otherwise exist against the Agent. (b) Each Lender irrevocably designates and appoints Wachovia to act as the Documentation Agent for each Lender under this Financing Agreement and the other Loan Documents and SunTrust to act as the Syndication Agent for each Lender under this Financing Agreement and the other Loan Documents. In such capacities, neither the Documentation Agent nor the Syndication Agent shall have any rights, powers, responsibilities, obligations or liabilities under this Financing Agreement or the other Loan Documents, except for the duties, responsibilities, obligations and liabilities of a Lender hereunder.

Appointment of Agent; Powers. (a) Each Lender hereby irrevocably designates and appoints CIT to act as the Agent for such Lender under this Financing Agreement and the other Loan Documents, and irrevocably authorizes CIT, as Agent for such Lender, to take such action on its behalf under the provisions of this Financing Agreement and the other Loan Documents, and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Financing Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In performing its functions under this Financing Agreement, the Agent is acting solely as an agent of the Lenders, and the Agent (i) does not assume, (ii) and shall not be deemed to have assumed and (iii) expressly disclaims an agencyassumed, an advisory agency or any other fiduciary relationship with the Companies any Borrower or any Lender. The Agent shall not have any (a) duty, responsibility, obligation or liability to any Lender or the CompaniesLender, except for those duties, responsibilities, obligations and liabilities expressly set forth in this Financing Agreement or the other Loan DocumentsAgreement, or (b) fiduciary or advisory relationship with any Lender or the CompaniesLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Financing Agreement or the other Loan Documents, or otherwise exist against the Agent. (b) Each . No Lender irrevocably designates and appoints Wachovia to act that also is designated as the a “Lead Arranger”, a “Documentation Agent for each Lender under this Financing Agreement and the other Loan Documents and SunTrust to act as the Agent” or a “Syndication Agent for each Lender under this Financing Agreement and the other Loan Documents. In such capacities, neither the Documentation Agent nor the Syndication Agent Agent” hereunder shall have any rightsright, powerspower, responsibilitiesduty, obligations responsibility, obligation or liabilities liability under this Financing Agreement or the other Loan DocumentsAgreement, except for the duties, responsibilities, obligations and liabilities of a Lender hereunder.

Appointment of Agent; Powers. (a) Each Lender hereby irrevocably designates and appoints CIT to act as the Agent for such Lender under this Financing Agreement and the other Loan Documents, and irrevocably authorizes CIT, as Agent for such Lender, to take such action on its behalf under the provisions of this Financing Agreement and the other Loan Documents, and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Financing Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In performing its functions under this Financing Agreement, the Agent is acting solely as an agent of the Lenders, and the Agent (i) does not assume, (ii) and shall not be deemed to have assumed and (iii) expressly disclaims an agencyassumed, an advisory agency or any other fiduciary relationship with the Companies or any LenderCredit Party. The Agent shall not have any (a) duty, responsibility, obligation or liability to any Lender or the CompaniesLender, except for those duties, responsibilities, obligations and liabilities expressly set forth in this Financing Agreement or the other Loan DocumentsAgreement, or (b) fiduciary or advisory relationship with any Lender or the CompaniesLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Financing Agreement or the other Loan Documents, or otherwise exist against the Agent. (b) Each . No Lender irrevocably designates and appoints Wachovia to act that also is designated as the a “Documentation Agent for each Lender under this Financing Agreement and the other Loan Documents and SunTrust to act as the Agent” , “Lead Arranger” or “Syndication Agent for each Lender under this Financing Agreement and the other Loan Documents. In such capacities, neither the Documentation Agent nor the Syndication Agent Agent” hereunder shall have any rightsright, powerspower, responsibilitiesduty, obligations responsibility, obligation or liabilities liability under this Financing Agreement or any of the other Loan Documents, except for the rights, powers, duties, responsibilities, obligations and liabilities of a Lender hereunder.

Appointment of Agent; Powers. (a) Each Lender hereby irrevocably designates and appoints CIT Oxford to act as the Agent for such Lender under this Financing Agreement and the other Loan Documents, and irrevocably authorizes CITOxford, as Agent for such Lender, to take such action on its behalf under the provisions of this Financing Agreement and the other Loan Documents, and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Financing Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In performing its functions under this Financing Agreement, the Agent is acting solely as an agent of the Lenders, and the Agent (i) does not assume, (ii) and shall not be deemed to have assumed and (iii) expressly disclaims an agencyassumed, an advisory agency or any other fiduciary relationship with the Companies Credit Parties or any Lender. The Agent shall not have any (a) duty, responsibility, obligation or liability to any Lender or the CompaniesLender, except for those duties, responsibilities, obligations and liabilities expressly set forth in this Financing Agreement or the other Loan DocumentsAgreement, or (b) fiduciary or advisory relationship with any Lender or the CompaniesLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Financing Agreement or the other Loan Documents, or otherwise exist against Agent. ​ For the purposes of holding any hypothec granted pursuant to the laws of the Province of Quebec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Lenders hereby irrevocably appoints and authorizes Agent and, to the extent necessary, ratifies the appointment and authorization of Agent. (b) Each Lender irrevocably designates and appoints Wachovia , to act as the Documentation hypothecary representative of the present and future creditors as contemplated under Article 2692 of the Civil Code of Quebec (in such capacity, the "Hypothecary Representative"), and to enter into, to take and to hold on behalf of the Lenders, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Hypothecary Representative under any related deed of hypothec. The Hypothecary Representative shall: (i) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Hypothecary Representative pursuant to any such deed of hypothec and applicable law, and (ii) benefit from and be subject to all provisions hereof with respect to Agent for each Lender under this Financing Agreement mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and the other Loan Documents Credit Parties. Any Person who becomes a Lender shall, by its execution of an Assignment and SunTrust Transfer Agreement, be deemed to act have consented to and confirmed the Hypothecary Representative as the Syndication Person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Hypothecary Representative in such capacity. The substitution of Agent for each Lender under pursuant to the provisions of this Financing Agreement and Section 12 also constitutes the other Loan Documentssubstitution of the Hypothecary Representative. In such capacitiesAgent, neither acting as the Documentation Agent nor the Syndication Agent Hypothecary Representative, shall have any the same rights, powers, responsibilitiesimmunities, obligations or liabilities under indemnities and exclusions from liability as are prescribed in favor of Agent in this Financing Agreement or the other Loan DocumentsAgreement, except for the duties, responsibilities, obligations and liabilities of a Lender hereunder.which shall apply mutatis mutandis to Agent acting as Hypothecary Representative. ​ ​ ​

Appointment of Agent; Powers. (a) Each Lender hereby irrevocably designates and appoints CIT Oxford to act as the Agent administrative agent and collateral agent for such Lender under this Financing Agreement and the other Loan Documents, and irrevocably authorizes CIT, as Agent for such Lender, to take such action on its behalf under the provisions of this Financing Agreement and the other Loan Documents, to hold the security interest for its benefit, and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Financing Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Except as otherwise provided herein, no Lender shall take any individual action or assert any rights or remedies under this Agreement without the prior written consent of Agent. In performing its functions under this Financing Agreement, the Agent is acting solely as an agent of the LendersXxxxxxx, and the Agent (i) does not assume, (ii) and shall not be deemed to have assumed and (iii) expressly disclaims an agencyassumed, an advisory agency or any other fiduciary relationship with the Companies Loan Parties or any Lender. The Without limiting the generality of the foregoing, Agent shall not have any (a) duty, responsibility, obligation or liability to any Lender or the CompaniesLender, except for those duties, responsibilities, obligations and liabilities expressly set forth in this Financing Agreement or the other Loan DocumentsAgreement, or (b) fiduciary or advisory relationship with any Lender or the CompaniesLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Financing Agreement or the other Loan Documents, or otherwise exist against the Agent. , (bc) Each Lender irrevocably designates duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and appoints Wachovia to act as the Documentation Agent for each Lender under this Financing Agreement and powers expressly contemplated hereby or by the other Loan Documents and SunTrust that Agent is required to act exercise as directed in writing by the Syndication Agent Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for each Lender under this Financing Agreement and herein or in the other Loan Documents. In such capacities, neither the Documentation Agent nor the Syndication ); provided that Agent shall have not be required to take any rightsaction that, powersin its opinion or the opinion of its counsel, responsibilitiesmay expose Agent to liability or that is contrary to any Loan Document or applicable law, obligations including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or liabilities under this Financing Agreement that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (d) except as expressly set forth herein and in the other Loan Documents, except have any duty to disclose, and shall not be liable for the dutiesfailure to disclose, responsibilities, obligations and liabilities any information relating to the Loan Parties or any of a Lender hereundertheir Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity.

Appointment of Agent; Powers. (a) Each Lender hereby irrevocably designates and appoints CIT Oxford to act as the Agent for such Lender under this Financing Agreement and the other Loan Documents, and irrevocably authorizes CITOxford, as Agent for such Lender, to take such action on its behalf under the provisions of this Financing Agreement and the other Loan Documents, and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Financing Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In performing its functions under this Financing Agreement, the Agent is acting solely as an agent of the Lenders, and the Agent (i) does not assume, (ii) and shall not be deemed to have assumed and (iii) expressly disclaims an agencyassumed, an advisory agency or any other fiduciary relationship with the Companies Credit Parties or any Lender. The Agent shall not have any (a) duty, responsibility, obligation or liability to any Lender or the CompaniesLender, except for those duties, responsibilities, obligations and liabilities expressly set forth in this Financing Agreement or the other Loan DocumentsAgreement, or (b) fiduciary or advisory relationship with any Lender or the CompaniesLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Financing Agreement or the other Loan Documents, or otherwise exist against Agent. For the purposes of holding any hypothec granted pursuant to the laws of the Province of Quebec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Lenders hereby irrevocably appoints and authorizes Agent and, to the extent necessary, ratifies the appointment and authorization of Agent. (b) Each Lender irrevocably designates and appoints Wachovia , to act as the Documentation hypothecary representative of the present and future creditors as contemplated under Article 2692 of the Civil Code of Quebec (in such capacity, the "Hypothecary Representative"), and to enter into, to take and to hold on behalf of the Lenders, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Hypothecary Representative under any related deed of hypothec. The Hypothecary Representative shall: (i) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Hypothecary Representative pursuant to any such deed of hypothec and applicable law, and (ii) benefit from and be subject to all provisions hereof with respect to Agent for each Lender under this Financing Agreement mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and the other Loan Documents Credit Parties. Any Person who becomes a Lender shall, by its execution of an Assignment and SunTrust Transfer Agreement, be deemed to act have consented to and confirmed the Hypothecary Representative as the Syndication Person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Hypothecary Representative in such capacity. The substitution of Agent for each Lender under pursuant to the provisions of this Financing Agreement and Section 12 also constitutes the other Loan Documentssubstitution of the Hypothecary Representative. In such capacitiesAgent, neither acting as the Documentation Agent nor the Syndication Agent Hypothecary Representative, shall have any the same rights, powers, responsibilitiesimmunities, obligations or liabilities under indemnities and exclusions from liability as are prescribed in favor of Agent in this Financing Agreement or the other Loan DocumentsAgreement, except for the duties, responsibilities, obligations and liabilities of a Lender hereunderwhich shall apply mutatis mutandis to Agent acting as Hypothecary Representative.