Common use of Authority of the Administrative Agent Clause in Contracts

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee in its capacity as agent for the Guaranteed Parties from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Parties at that time. Each of the Guaranteed Parties has (subject to the terms of the Loan Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Loan Documents. The rights, remedies and discretions of the Guaranteed Parties, or any of them, under this Guarantee may be exercised by the Administrative Agent. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed Parties. (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Loan Documents) in the identity of the persons from time to time comprising the Guaranteed Parties gives rise to an equivalent change in the Guaranteed Parties, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Parties are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Parties under this Guarantee. Each party to this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders contemplated in this Section 11(b) by countersigning an Assignment and Acceptance.

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee in its capacity as agent for the Guaranteed Secured Bank Parties from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Secured Bank Parties at that time. Each of the Guaranteed Secured Bank Parties has (subject to the terms of the Loan Credit Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Loan Credit Documents. The rights, remedies and discretions of the Guaranteed Secured Bank Parties, or any of them, under this Guarantee may be exercised by the Administrative Agent. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed Secured Bank Parties. (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Loan Credit Documents) in the identity of the persons Persons from time to time comprising the Guaranteed Secured Bank Parties gives rise to an equivalent change in the Guaranteed Secured Bank Parties, without any further act. Upon such an occurrence, the persons Persons then comprising the Guaranteed Secured Bank Parties are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Secured Bank Parties under this Guarantee. Each party to this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders contemplated in this Section 11(b) by countersigning an Assignment and Acceptance. (c) Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable to any party for any action taken or omitted to be taken by any of them under or in connection with this Guarantee or any other Credit Document (except for its or such other Person’s own gross negligence, willful misconduct, bad faith or material breach of any Credit Document, each as determined in the final non-appealable judgment of a court of competent jurisdiction).

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee in its capacity as agent for the Guaranteed Secured Parties from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Secured Parties at that time. Each of the Guaranteed Secured Parties has (subject to the terms of the Loan Credit Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Loan Credit Documents. The rights, remedies and discretions of the Guaranteed Secured Parties, or any of them, under this Guarantee may be exercised by the Administrative Agent. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed Secured Parties. (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Loan Credit Documents) in the identity of the persons Persons from time to time comprising the Guaranteed Secured Parties gives rise to an equivalent change in the Guaranteed Secured Parties, without any further act. Upon such an occurrence, the persons Persons then comprising the Guaranteed Secured Parties are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Secured Parties under this Guarantee. Each party to this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders contemplated in this Section 11(b) by countersigning an Assignment and Acceptance. (c) Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable to any party for any action taken or omitted to be taken by any of them under or in connection with this Guarantee or any other Credit Document (except for its or such other Person’s own gross negligence, willful misconduct, bad faith or material breach of any Credit Document, each as determined in the final non-appealable judgment of a court of competent jurisdiction).

Authority of the Administrative Agent. (a) The Administrative Agent enters into intois party to this Guarantee in its capacity as agent for the Guaranteed Parties from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Parties at that time. Each of the Guaranteed Parties has (subject to the terms of the Loan Credit/Hedge Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, which in the case of the Lenders shall be in the proportions described in the Loan Credit Documents. The rights, remedies and discretions of the Guaranteed Parties, or any of them, under this Guarantee may be exercised by the Administrative AgentAgent and, as between the Administrative Agent and the Guarantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Guaranteed Parties with full and valid authority so to act or refrain from acting. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed Parties. (b) Each party to . All powers, authorizations and agencies contained in this Guarantee acknowledges are coupled with an interest and agrees that any changes (in accordance with the provisions of the Loan Documents) in the identity of the persons from time to time comprising the Guaranteed Parties gives rise to an equivalent change in the Guaranteed Parties, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Parties are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Parties under this Guarantee. Each party to irrevocable until this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders contemplated in this Section 11(b) by countersigning an Assignment and Acceptanceis terminated.

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee in its capacity as agent for the Guaranteed Secured Parties from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Secured Parties at that time. Each of the Guaranteed Secured Parties has (subject to the terms of the Loan Credit Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Loan Credit Documents. The rights, remedies and discretions of the Guaranteed Secured Parties, or any of them, under this Guarantee may be exercised by the Administrative Agent. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed Secured Parties. (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Loan Credit Documents) in the identity of the persons from time to time comprising the Guaranteed Secured Parties gives rise to an equivalent change in the Guaranteed Secured Parties, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Secured Parties are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Secured Parties under this Guarantee. Each party to this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders contemplated in this Section 11(b) by countersigning an Assignment and Acceptance.

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee Agreement in its capacity as agent for the Guaranteed Parties Lenders from time to time. The rights and obligations of the Administrative Agent under this Guarantee Agreement at any time are the rights and obligations of the Guaranteed Parties Lenders at that time. Each of the Guaranteed Parties Lenders has (subject to the terms of the Loan Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Loan Documents. The rights, remedies and discretions of the Guaranteed PartiesLenders, or any of them, under this Guarantee Agreement may be exercised by the Administrative Agent. No party As between the Administrative Agent and the Guarantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting. Parties to this Guarantee is Agreement may, but are not obliged to to, inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed PartiesLenders, provided, that, notwithstanding any such inquiry the Administrative Agent’s rights, remedies or discretion under the Loan Documents shall not be in any way prejudiced or impeded hereunder or thereunder. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated. (b) Each party to this Guarantee Agreement acknowledges and agrees that any changes (in accordance with the provisions of the Loan Documents) in the identity of the persons from time to time comprising the Guaranteed Parties Lenders gives rise to an equivalent change in the Guaranteed PartiesLenders, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Parties Lenders are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Parties a Lender under this GuaranteeAgreement. Each party to this Guarantee Agreement irrevocably authorizes the Administrative Agent to give effect to the change in Lenders Lender contemplated in this Section 11(b4.01(b) by countersigning an Assignment and AcceptanceAssumption.

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee in its capacity as agent for the Guaranteed Parties Lenders from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Parties Lenders at that time. Each of the Guaranteed Parties Lenders has (subject to the terms of the Loan Credit Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Loan Credit Documents. The rights, remedies and discretions of the Guaranteed PartiesLenders, or any of them, under this Guarantee may be exercised by the Administrative Agent. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed PartiesLenders. (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Loan Credit Documents) in the identity of the persons from time to time comprising the Guaranteed Parties Lenders gives rise to an equivalent change in the Guaranteed PartiesLenders, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Parties Lenders are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Parties Lenders under this Guarantee. Each party to this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders contemplated in this Section 11(b) by countersigning an Assignment and Acceptance. (c) Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable to any party for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any Credit Document (except for its or such Person’s own gross negligence or willful misconduct, as determined in the final non-appealable judgment of a court of competent jurisdiction).

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee in its capacity as agent for the Guaranteed Parties from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Parties at that time. Each of the Guaranteed Parties has (subject to the terms of the Loan Credit/Hedge Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, which in the case of the Lenders shall be in the proportions described in the Loan Credit Documents. The rights, remedies and discretions of the Guaranteed Parties, or any of them, under this Guarantee may be exercised by the Administrative AgentAgent and, as between the Administrative Agent and the Guarantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Guaranteed Parties with full and valid authority so to act or refrain from acting. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed Parties. All powers, authorizations and agencies contained in this Guarantee are coupled with an interest and are irrevocable until this Guarantee is terminated. (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Loan Credit/Hedge Documents) in the identity of the persons from time to time comprising the Guaranteed Parties gives rise to an equivalent change in the Guaranteed Parties, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Parties are vested with the rights, remedies and discretions and assume the obligations of the a Guaranteed Parties Party under this Guarantee. Each party to this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders Guaranteed Party contemplated in this Section 11(b) by countersigning an Assignment and Acceptance.

Authority of the Administrative Agent. (a) The Administrative Agent enters into this Guarantee in its capacity as agent for the Guaranteed Secured Parties from time to time. The rights and obligations of the Administrative Agent under this Guarantee at any time are the rights and obligations of the Guaranteed Secured Parties at that time. Each of the Guaranteed Secured Parties has (subject to the terms of the Loan Credit Documents) a several entitlement to each such right, and a several liability in respect of each such obligation, in the proportions described in the Loan Credit Documents. The rights, remedies and discretions of the Guaranteed Secured Parties, or any of them, under this Guarantee may be exercised by the Administrative Agent. No party to this Guarantee is obliged to inquire whether an exercise by the Administrative Agent of any such right, remedy or discretion is within the Administrative Agent’s authority as agent for the Guaranteed Secured Parties. (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the provisions of the Loan Credit Documents) in the identity of the persons from time to time comprising the Guaranteed Secured Parties gives rise to an equivalent change in the Guaranteed Secured Parties, without any further act. Upon such an occurrence, the persons then comprising the Guaranteed Secured Parties are vested with the rights, remedies and discretions and assume the obligations of the Guaranteed Secured Parties under this Guarantee. Each party to this Guarantee irrevocably authorizes the Administrative Agent to give effect to the change in Lenders contemplated in this Section 11(bII (b) by countersigning an Assignment and Acceptance.