Common use of Delegation of Authority to Agent Clause in Contracts

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B). The notice described in the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.115.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the definition "Borrowing Base definitionBase", (ii) the creation or elimination of any reserves Reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth fifth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Lender's Ratable share Share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make Loans to the Borrowers based upon the assumptions described in SECTION 4.7(B)5.7(B) and all Lenders agree to make such Loans. The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent, the Agent shall be entitled to make the assumptions described in SECTION 5.7(B) as to any Loans as to which it has not received a written notice to the contrary prior to 11:00 a.m. on the Business Day next preceding the day on which the Loan is to be made. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable portion Share of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C5.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (iA) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (iiB) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iiiC) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDEDprovided, HOWEVERhowever, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth (30th) Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall 44 51 jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence that because of a Default, an Default or Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable ratable share of Loans Advances made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B4.6(B). The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third (3rd) Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent, the Agent shall be entitled to make the assumptions described in SECTION 4.6(B) as to any Advances as to which it has not received a written notice to the contrary prior to 11:00 a.m. (Atlanta time) on the Business Day next preceding the day on which the Advance is to be made. The Agent shall not be required to make any Loan Advance as to which it shall have received notice by from a Lender (which notice will be given to the Borrowers) of such Lender's intention not to make its Ratable ratable portion of such Loan Advance available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C4.6(C) shall not affect the validity of any Loans Advances made (or Letters of Credit issued) prior to the effectiveness thereof. SETTLEMENT AMONG LENDERS.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1Section 15.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iiiii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDEDprovided, HOWEVERhowever, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Revolving Credit Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable ratable share of Revolving Credit Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(BSection 5.7(b). The notice described in the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(CSection 5.7(c) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1Section 15.1, each Lender expressly authorizes the Administrative Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the applicable rates set forth in the definition “Borrowing Base definition, Base,” (ii) the creation or elimination of any reserves (other than the Letter of Credit ReserveUsage Reserves) against the Revolving Credit Facility and the Borrowing Base, Base and (iii) whether or not the designation of any Inventory or Receivables shall be deemed to constitute as not constituting Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Administrative Agent written notice of such withdrawal signed by the Required Lenders; PROVIDEDprovided, HOWEVERhowever, that unless otherwise agreed by the Administrative Agent such withdrawal of authorization shall not become effective until the thirtieth 5th Business Day after receipt of such notice by the Administrative Agent. Thereafter, the Required Lenders shall jointly instruct the Administrative Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Administrative Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Administrative Agent such Lenders' ’ Ratable share Share of Loans made after the effective date of such notice, the Administrative Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(BSection 4.7(b). The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third Business Day after receipt of such notice by the Administrative Agent unless otherwise agreed by the Administrative Agent, the Administrative Agent shall be entitled to make the assumptions described in Section 4.7(b) as to any Loans as to which it has not received a written notice to the contrary prior to 11:00 a.m. on the Business Day next preceding the day on which the Loan is to be made. The Administrative Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's ’s intention not to make its Ratable portion Share of such Loan available to the Administrative Agent. Any withdrawal of authorization under this SECTION 4.7(CSection 4.7(c) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Standby Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, Base and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable their ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B). The notice described in the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, Base and (iiiii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Domestic Receivables, Eligible Foreign Receivables, Eligible Domestic Leased Engine Inventory, Eligible In-Transit Foreign Leased Engine Inventory, Eligible Leased Airframe Inventory or Eligible ReceivablesInventoried Engine and Parts Inventory. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B4.7(b). The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent, the Agent shall be entitled to make the assumptions described in SECTION 4.7(b) as to any Loans as to which it has not received a written notice to the contrary prior to 11:00 a.m. (Atlanta time) on the Business Day next preceding the day on which the Loan is to be made. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C4.7(c) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.115.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of change in advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, Base and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent Agent, such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders a Lender as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders such Lender giving the notice and shall expressly state that the Required Lenders do such Lender does not intend to make available to the Agent such Lenders' Ratable Lender's ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B5.6(B). The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third second Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent, the Agent shall be entitled to make the assumptions described in SECTION 5.6(B) as to any Loans as to which it has not received a written notice to the contrary prior to 11:00 a.m. (Atlanta time) on the Business Day next preceding the day on which the Loan is to be made. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C5.6(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.116.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than amount of the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Inventory or Eligible In-Transit InventoryReceivables and (iv) whether to grant or withhold consent, or Eligible Receivables. Such authorization may be withdrawn to take or refrain from taking any action, in the exercise of its discretion as allowed by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determineLoan Documents. Unless and until the Agent shall have received three (3) Business Days prior written notice from the Required Lenders as to the existence of a Default, an Event of Default or some any other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B)5.9(b) and may in reliance upon such assumption, but without obligation to do so, make Loans available to Borrower. The notice described in Without limiting the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent. The foregoing, Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C) No such notice shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness expiration of three (3) Business Days after Agent's receipt thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.113.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, the German Equipment Acquisition Loan Limit and the U.S. Equipment Acquisition Loan Limit so long as such advance rates do not at any time exceed the rates set forth in the respective definitions of Borrowing Base definitionBase, German Equipment Acquisition Loan Limit and U.S. Equipment Acquisition Loan Limit, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables, and (iv) whether or not Equipment shall be deemed to constitute Eligible Equipment. Such authorization may be withdrawn by the Required Lenders by giving the Agent and the Borrowers' Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent (with prompt notice thereof to the Borrowers' Agent) such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B3.7(b). The notice described in the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C3.7(c) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Eligible Receivables or Eligible Xxxx and Hold Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B). The notice described in the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.115.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, Base and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth 30th Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B5.7(B). The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent, the Agent shall be entitled to make the assumptions described in SECTION 5.7(B) as to any Loans as to which it has not received a written notice to the contrary prior to 11:00 a.m. on the Business Day next preceding the day on which the Loan is to be made. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C5.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.113.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) Reserves against the Revolving Credit Facility and the Borrowing Base, Base and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable share Share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B)3.7(B) and the Lenders shall continue to be obligated to fund their respective Ratable Shares of the Loans. The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent, the Agent shall be entitled to make the assumptions described in SECTION 3.7(B) as to any Loans as to which it has not received a written notice to the contrary prior to 11:00 a.m. on the Business Day next preceding the day on which the Loan is to be made. The Agent shall not be required to make any Loan as to which it shall have received notice by from a Lender of such Lender's intention not to make its Ratable portion Share of such Loan available to the Agent; provided that any such unilateral notice shall not relieve such Lender of its obligations hereunder. Any withdrawal of authorization under this SECTION 4.7(C3.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION Section 14.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing BaseApplicable Percentage, so long as such advance rates do Applicable Percentage does not at any time exceed the rates rate set forth in the Borrowing Base definitiondefinition thereof, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, and (iii) whether or not Inventory or Receivables Accounts shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible ReceivablesAccounts. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDEDprovided, HOWEVERhowever, that unless otherwise agreed by the Agent Agent, such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice notice, which shall have become effective, from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable share of Revolving Credit Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(BSection 4.7(b). The notice described in the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent Agent, unless otherwise agreed by the Agent; during the period between receipt of such notice, and effectiveness thereof, the Agent shall be entitled to make the assumptions described in Section 4.7(b) as to any Loan as to which it has not received written notice to the contrary prior to 11:00 a.m. on the Business Day next preceding the day on which the Loan is to be made. The Agent shall not be required to make any Loan for the account of any Lender as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(CSection 4.7(c) shall not affect the validity of any Loans or other determinations made (or Letters of Credit issued) actions taken or omitted prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.115.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, Base and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Inventory, Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from the Required Lenders as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders and shall expressly state that the Required Lenders do not intend to make available to the Agent such Lenders' Ratable their ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B5.7(B). The notice described in the preceding sentence shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C5.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.

Delegation of Authority to Agent. Without limiting the generality of SECTION 14.1, each Lender expressly authorizes the Agent to determine on behalf of such Lender (i) any reduction or increase of advance rates applicable to the Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the Borrowing Base definition, (ii) the creation or elimination of any reserves (other than the Letter of Credit Reserve) against the Revolving Credit Facility and the Borrowing Base, Base and (iii) whether or not Inventory or Receivables shall be deemed to constitute Eligible Inventory, Eligible In-Transit Raw Materials Inventory, Eligible Finished Inventory, Eligible Work in Process Inventory, Eligible Factored Receivables, Eligible Receivables, Eligible Insured House Receivables or Eligible Uninsured House Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent such withdrawal of authorization shall not become effective until the thirtieth 30th Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Unless and until the Agent shall have received written notice from (i) the Required Lenders or (ii) any Lender having at least a 50% Commitment Percentage, as to the existence of a Default, an Event of Default or some other circumstance which would relieve the Lenders of their respective obligations to make Loans hereunder, which notice shall be in writing and shall be signed by the Required Lenders or such Lender, as the case may be, and shall expressly state that the Required Lenders do or such Lender, as the case may be, does not intend to make available to the Agent such Lenders' Ratable ratable share of Loans made after the effective date of such notice, the Agent shall be entitled to continue to make the assumptions described in SECTION 4.7(B). The After receipt of the notice described in the preceding sentence sentence, which shall become effective on the third Business Day after receipt of such notice by the Agent unless otherwise agreed by the Agent, the Agent shall be entitled to make the assumptions described in SECTION 4.7(B) as to any Loans as to which it has not received a written notice to the contrary prior to 11:00 a.m. on the Business Day next preceding the day on which the Loan is to be made. The Agent shall not be required to make any Loan as to which it shall have received notice by a Lender of such Lender's intention not to make its Ratable ratable portion of such Loan available to the Agent. Any withdrawal of authorization under this SECTION 4.7(C) shall not affect the validity of any Loans made (or Letters of Credit issued) prior to the effectiveness thereof.