Common use of Appointment; Authorization Clause in Contracts

Appointment; Authorization. Each Lender hereby irrevocably designates and 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 Credit Documents and to exercise such powers and perform such duties as are expressly delegated to 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 required of the Issuing Lender by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Agent nor the Issuing Lender shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Credit Documents or otherwise exist against the Agent or the Issuing Lender.

Appointment; Authorization. (a) Each of the First Lien Administrative Agent (for itself and on behalf of each First Lien Lender Party) and each First Lien Commodity Hedge Counterparty hereby irrevocably designates and appoints Chase CLMG as First Lien Collateral Agent under this Agreement and the other First Lien Documents. If any of the Loan Parties proposes to grant any Second Lien on the Collateral to secure its obligations under a Permitted Commodity Hedge and Power Sale Agreement, the proposed initial Second Lien Secured Parties, in consultation with the Borrower, shall appoint a collateral agent as Second Lien Collateral Agent under this Agreement and the other Second Lien Documents pursuant to a written instrument signed by such Second Lien Collateral Agent and acknowledged by the First Lien Collateral Agent and the Borrower, in which such Second Lien Collateral Agent accepts its appointment and agrees to be bound by all the terms and conditions of this Agreement and the Second Lien Documents applicable to the Second Lien Collateral Agent. Upon execution of such instrument the Second Lien Collateral Agent shall become a party hereto in its capacity as Second Lien Collateral Agent. (b) Each of the First Lien Administrative Agent (on behalf of itself and each First Lien Lender Party), each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party irrevocably authorize the First Lien Collateral Agent and, upon the appointment of any such Agent, the Second Lien Collateral Agent, as applicable, to (i) execute, deliver and perform the obligations, if any, of the First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, under this Agreement and each of the other Credit Documents, Financing Document and each such Lender irrevocably authorizes (aii) 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 Credit Financing Documents and to exercise such powers and perform such duties as are expressly delegated to the such Collateral Agent by the terms of this Agreement and the other Credit Financing Documents, together with such other powers as are reasonably incidental thereto thereto. As to any matters not expressly provided for in the Financing Documents (including, without limitation, enforcement or collection of the obligations of the Secured Parties), no Collateral Agent shall be required to exercise any discretion or take any action but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of (subject to Section 9.4) (A) prior to the Discharge of First Lien Obligations, the Required First Lien Secured Parties and (bB) Chase, in its capacity as Issuing Lender, to issue after the Letters Discharge of Credit, subject First Lien Obligations but prior to the terms Discharge of Second Lien Obligations, the Required Second Lien Secured Parties, and conditions hereofsuch instructions shall be binding upon all First Lien Secured Parties and Second Lien Secured Parties, as applicable; provided, however, that no Agent shall be required to pay the amount of take any draft presented under any Letter of Credit upon presentation of documents which, upon their face, conform action that exposes such Agent to the terms of such Letter of Credit, personal liability or that is contrary 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 this Agreement or applicable law. (c) In furtherance of the Letters foregoing, each of Credit the First Lien Administrative Agent (for itself and the Acceptances, and to take such action on behalf of such each First Lien Lender under this AgreementParty), each First Lien Commodity Hedge Counterparty and each Second Lien Secured Party hereby appoints and authorizes 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 required of the Issuing Lender by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Agent nor the Issuing Lender shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Credit Documents or otherwise exist against the First Lien Collateral Agent or the Issuing Lender.Second Lien Collateral Agent, as applicable, to act as its agent for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any

Appointment; Authorization. Each Lender hereby irrevocably designates In order to administer efficiently the defense or settlement of any dispute pursuant to Article 3 or any Parent Claim for which indemnification to any Parent Indemnified Party may be required pursuant to Article 9 and appoints Chase as to administer efficiently the Agent of such Lender notice provisions under this Agreement, the Payments Administration Agreement and each of the Escrow Agreement, within 15 Business Days following the Option Exercise Date, the Company shall nominate and appoint Shareholder Representative Services LLC, a Colorado limited liability company, or such other Credit Documents, and each such Lender irrevocably authorizes (a) Chaseperson as is reasonably acceptable to Parent, as the Agent for such Lender, “Stockholder Representative” and deliver to take such action on its behalf under the provisions of this Agreement and each Parent a signed joinder of the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to 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 Stockholder Representative agreeing 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 applicable to the terms of such Letter of CreditStockholder Representative set forth in this Agreement. All Company Holders, 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 by voting in respect favor of the Letters adoption of Credit and the Acceptances, and to take such action on behalf of such Lender under this Agreement, the Letter approval of Credit Documents the principal terms of the Option, the approval of the principal terms of the Merger, and the Acceptance Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required consummation of the Issuing Lender by Merger, participation in the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding Merger or acceptance of any provision portion of the Total Merger Consideration pursuant to the contrary elsewhere in this Agreement, neither irrevocably nominate and appoint, and, in each Company Holder’s Letter of Transmittal shall expressly and irrevocably nominate and appoint the Agent nor Stockholder Representative as their exclusive agent, attorney-in-fact and representative (with full power of substitution), with the Issuing Lender shall have any duties right to: (i) take all action necessary, desirable or responsibilities, except those expressly set forth herein, permitted by this Agreement or any fiduciary relationship other Transaction Document; (ii) without limiting the foregoing, take all action in connection with the defense, prosecution or settlement of any Lender, dispute pursuant to Article 3 or any Claim pursuant to Article 9; (iii) give and no implied covenants, functions, responsibilities, duties, obligations receive all notices required or liabilities shall permitted to be read into given under this Agreement or the other Credit Documents Transaction Documents; (iv) contract with organizational stockholder representative vendors to perform the duties and responsibilities of the Stockholder Representative hereunder; and (v) take all actions necessary or otherwise exist against appropriate in the Agent or good faith judgment of the Issuing LenderStockholder Representative for the accomplishment of the foregoing. By the Stockholder Representative’s execution of this Agreement, the Stockholder Representative hereby accepts such appointment.

Appointment; Authorization. (i) Each Lender Purchaser hereby irrevocably appoints, designates and appoints Chase as the authorizes 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 Credit Documents Investment Document and to exercise such powers and perform such duties as are expressly delegated to the Agent it by the terms of this Agreement and the or any 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 required of the Issuing Lender by the terms hereof and thereofInvestment Document, together with such powers as are reasonably incidental theretothereto and (ii) each Secured Party hereby irrevocably appoints, designates and authorizes Collateral 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 Agency Agreement and the 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 the Collateral Agency Agreement) and the other Investment Documents under the circumstances specifically provided herein and therein). Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Investment Document, neither the Agent nor the Issuing Lender and Collateral Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall (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 the any other Credit Documents Investment Document or otherwise exist against the Agent or the Issuing LenderCollateral Agent.

Appointment; Authorization. Each Lender hereby irrevocably designates and 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 Credit Documents and to exercise such powers and perform such duties as are expressly delegated to 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 Borrower 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 required of the Issuing Lender by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Agent nor the Issuing Lender shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Credit Documents or otherwise exist against the Agent or the Issuing Lender.