Authorization of Administrative Agent. By signing below, the Lenders party hereto (which Lenders constitute the “Required Lenders” under and as defined in the Existing Credit Agreement) hereby authorize and direct the Administrative Agent to execute and deliver each of (a) this Amendment, (b) the Intercreditor Amendments and (c) each other certificate, filing, agreement or other document relating to this Amendment and the transactions contemplated hereby.
Authorization of Administrative Agent. Each Lender agrees that any action taken by the Administrative Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by the Administrative Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.
Authorization of Administrative Agent. Each Lender irrevocably appoints and authorizes the Administrative Agent to take all action as agent on its behalf and to exercise those powers and perform those duties under this Agreement and the other Documents as are delegated to the Administrative Agent by the terms thereof, together with all powers reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the other Documents, the Administrative Agent is not required to exercise any discretion or to take any action, but is required to act or to refrain from acting (and is fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders. Notwithstanding anything to the contrary in this Agreement and the other Documents, the Administrative Agent shall never be required to take any action which is contrary to this Agreement, the other Documents or Applicable Law. No Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement in accordance with the terms and conditions of this Section 13.
Authorization of Administrative Agent. Each Lender irrevocably appoints and authorizes the Administrative Agent to take all action as agent on its behalf and to exercise such powers and perform such duties under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with all powers reasonably incidental thereto. Without restricting the foregoing, the Administrative Agent is specifically authorized to execute or accept all or any of the Loan Party Guarantees and all ancillary documents on behalf of the Lenders, if and when deemed appropriate by the Administrative Agent, and to take all actions as it may deem appropriate to render the Loan Party Guarantees effective. The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, the Loan Documents, unless the Administrative Agent shall have been instructed by the Majority Lenders to exercise such rights or to take or refrain from taking such action, the whole subject to the provisions of Section 17.15. Neither the Administrative Agent nor any director, officer, employee, attorney, trustee, advisor or agent of the Administrative Agent shall incur any liability under or in respect of the Loan Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct. As to matters not expressly provided for by this Agreement, the Administrative Agent is not required to exercise any discretion or to take any action (and is fully protected in so acting or refraining from acting upon the instructions of the Majority Lenders) and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The Borrower may rely on any action taken or consent given by the Administrative Agent who purports to be acting in accordance with the terms of this Agreement.
Authorization of Administrative Agent. During the existence of an Event of Default, the Assignor hereby irrevocably authorizes and empowers the Administrative Agent or its agent, in the Administrative Agent’s sole discretion, to assert, either directly or on behalf of the Assignor any right, privilege or claim the Assignor may, from time to time have, against the Counterparty under the Subject Agreement, as the Administrative Agent may deem proper, and to receive and collect any and all damages, awards and other monies resulting therefrom and all other sums due from the Counterparty under the Subject Agreement and to apply the same on account of any of the Obligations as the Administrative Agent may determine. In no event, however, shall the Administrative Agent be obligated to assert any such right, privilege or claim of the Assignor or to collect any sums and the Administrative Agent’s failure to do so shall not give rise to any liability to the Assignor or any other Persons.
Authorization of Administrative Agent. The Subordinated Creditors authorize and empower the Administrative Agent on behalf of the Senior Creditors, at any time that an Event of Default has occurred and is continuing to demand, to enforce payment by legal proceedings, and to receive and give acquittances for the Subordinated Indebtedness; provided that neither the Administrative Agent nor any Senior Creditor has any obligation to the Subordinated Creditors to demand, to enforce payment by legal proceedings, and to receive and give acquittances for the Subordinated Indebtedness; provided, further, that by accepting the benefit of this Agreement, the Senior Creditors expressly acknowledge and agree that this Agreement may be enforced only by the action of the Administrative Agent and no Senior Creditor shall have the right individually to seek to enforce or to enforce this Agreement or to realize upon the rights granted hereunder. The Obligors and the Subordinated Creditors hereby acknowledge and agree that this Agreement shall be a Loan Document.
Authorization of Administrative Agent. Each Lender hereby irrevocably (subject to Section 9.11) appoints, designates and authorizes Administrative 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 and any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document shall otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to Administrative 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.
Authorization of Administrative Agent. The Lenders party hereto hereby authorize the Administrative Agent to execute Amendment One To The Intercreditor Agreement dated as of May 9, 2000 by and among the Administrative Agent, the Holder Representatives and the Midwest LC Issuer.
Authorization of Administrative Agent. The Requisite Lenders hereby direct the Administrative Agent to execute and deliver to Group and/or any of its Subsidiaries all releases or other documents that the Administrative Agent deems reasonably necessary to effect the transactions contemplated and consented to hereby, in each case at the request and sole expense of the Loan Parties, including, but not limited to, and in each case in the sole discretion of the Administrative Agent:
(i) providing instructions to certain Restricted Banks to deviate from the terms of the standing Restricted Account Letter to the extent necessary to pay over proceeds of Asset Sales that are due and owing to a Sales Agent pursuant to an Approved Sales Agent's Contract, to such Sales Agent; and
(ii) consenting to the name of a Sales Agent appearing on the face of the insurance policy or such other documentation in order to reflect such Sales Agent's interest in the insurance that relates to the assets which are the subject of the related Approved Sales Agent's Contract.
Authorization of Administrative Agent. The Lenders party hereto hereby authorize the Administrative Agent to authorize the Holdings Collateral Agent to execute (i) the Powerton/Joliet Intercompany Note Pledge Agreement and (ii) the Powerton/Joliet Subordination Agreements.
