Common use of Authority of Administrative Agent Clause in Contracts

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares shall, as among the Agents and the Lenders, be governed by the Credit Agreements and by such other agreements with respect thereto as may exist from time to time among them, but, as among the Agents and the Borrower, 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, and the Borrower shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Security Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Security Agreement shall, as among between the Agents Administrative Agent and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, 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, and the Borrower shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower Each Obligor acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among between the Agents Administrative Agent and the LendersGuaranteed Creditors, be governed by the Credit Agreements Loan Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the BorrowerObligors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders Guaranteed Creditors with full and valid authority so to act or refrain from acting, and the Borrower no Obligor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among between the Agents Administrative Agent and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, 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, and the Borrower shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among the Agents Administrative Agent, the Other Representatives and the Lenders, be governed by the Credit Agreements Loan Documents and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, 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, and the Borrower shall not be under any obligation, or entitlement, obligation to make any inquiry respecting such authority.

Authority of Administrative Agent. The Term Loan Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-non- exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among between the Agents Administrative Agent and the Lenders, be governed by the Credit Agreements Term Loan Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Term Loan Borrower, 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, and the Term Loan Borrower shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Pledge Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Pledge Agreement shall, as among between the Agents Administrative Agent and the LendersLenders and the Issuing Lender, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders and the Issuing Lender with full and valid authority so to act or refrain from acting, and neither the Borrower nor any Issuer shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among between the Agents Administrative Agent and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, 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, and the Borrower shall not be under any no obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower Each Subsidiary acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Security Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Security Agreement shall, as among between the Agents Administrative Agent and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrowereach Subsidiary, 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, and the Borrower such Subsidiary shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges --------------------------------- that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among the Administrative Agent, the Co-Agents and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, 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, and neither the Borrower nor the Issuer shall not be under any obligation, or entitlement, obligation to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Pledge Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Pledge Agreement shall, as among between the Agents Administrative Agent and the LendersLenders and the Issuing Lender, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, the Administrative Agent shall be conclusively presumed to be acting as agent Administrative Agent for the Lenders and the Issuing Lender with full and valid authority so to act or refrain from acting, and neither the Borrower nor any Issuer shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among the Agents Administrative Agent, the Other Representatives and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, 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, and neither the Borrower nor any Issuer shall not be under any obligation, or entitlement, obligation to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Security Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Security Agreement shall, as among between the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, the Administrative Agent shall be conclusively presumed to be acting as agent Administrative Agent for the Lenders and the Issuing Lender with full and valid authority so to act or refrain from acting, and the Borrower shall not be under any no obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Each Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among between the Agents Administrative Agent and the LendersSecured Parties, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the BorrowerBorrowers, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders Secured Parties with full and valid authority so to act or refrain from acting, and the Borrower Borrowers shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among the Agents and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among the Agents and the Borrower, 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, and the Borrower shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Authority of Administrative Agent. The Borrower acknowledges that the rights and responsibilities of the Administrative Agent under this Charge Over Shares Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Charge Over Shares Agreement shall, as among between the Agents Administrative Agent and the Lenders, be governed by the Credit Agreements Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as among between the Agents Administrative Agent and the Borrower, 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, and neither the Borrower nor any Issuer shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.