Common use of Authorization; Powers; Agent for Collateral Purposes Clause in Contracts

Authorization; Powers; Agent for Collateral Purposes. Each Bank irrevocably appoints and authorizes each Agent to act as administrative agent for and on behalf of such Bank to the extent provided herein, in any Loan Documents or in any other document or instrument delivered hereunder or in connection herewith, and to take such other actions as may be reasonably incidental thereto. Each Agent agrees to act as administrative agent for each Bank upon the express conditions contained in this ARTICLE X, but in no event shall an Agent constitute a fiduciary of any Bank, nor shall an Agent have any fiduciary responsibilities in respect of any Bank. In furtherance of the foregoing, and not in limitation thereof, each Bank irrevocably (a) authorizes each Agent to execute and deliver and perform those obligations under this Agreement and each of the Loan Documents to which the Agent is a party as are specifically delegated to the Agent, and to exercise all rights, powers and remedies as may be specifically delegated hereunder or thereunder, together with such additional powers as may be reasonably incidental thereto, (b) appoints each Agent as nominal beneficiary or nominal secured party, as the case may be, under the Loan Documents and all related UCC and PPSA financing statements, and (c) authorizes each Agent to act as agent of and for such Bank for purposes of holding, perfecting and disposing of Collateral under the Loan Documents. As to any matters not expressly provided for by this Agreement or the Loan Documents, neither 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 instructions of the Required Banks or, if so required pursuant to SECTION 11.2, upon the instructions of all Banks; PROVIDED, HOWEVER, that except for action expressly required of an Agent hereunder, each Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by all Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and neither Agent shall in any event be required to take any action which is contrary to this Agreement, the Loan Documents or applicable law.

Authorization; Powers; Agent for Collateral Purposes. Each ---------------------------------------------------- Bank irrevocably appoints the Agent as collateral agent for purposes of perfecting the security interests granted under the Security Documents and the Guarantor Security Agreements and otherwise appoints and authorizes each the Agent to act as administrative agent for and on behalf of such Bank to the extent provided herein, in any Loan Documents herein or in any other document or instrument delivered hereunder or in connection herewith, and to take such other actions as may be reasonably incidental thereto. Each The Agent agrees to act as administrative agent for each Bank upon the express conditions contained in this ARTICLE XArticle VIII, but in no event shall an the Agent constitute a fiduciary of any Bank, nor shall an Agent it have any fiduciary responsibilities in respect of any Bank. In furtherance of the foregoing, and not in limitation thereof, each Bank irrevocably (a) authorizes each the Agent to execute and deliver and perform those its obligations under this Agreement and each of the Loan Documents to which the Agent is a party as are specifically delegated to the Agentparty, and to exercise all rights, powers powers, and remedies as that the Agent may be specifically delegated hereunder or thereunderhave hereunder, together with such additional powers as may be reasonably incidental theretoincluding without limitation, (b) appoints each the appointment of the Agent as nominal beneficiary or nominal secured party, as the case may be, under certain of the Loan Documents and all related UCC and PPSA financing statements, and (c) authorizes each authorization of the Agent to act as agent of in the holding and for such Bank for purposes of holding, perfecting and disposing disposition of Collateral under the Loan Documents. As to any matters not expressly provided for by this Agreement or the Loan Documents, neither the Agent shall not 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 instructions of the Required Banks or, if so required pursuant to SECTION 11.2Section 9.4, upon the instructions of all Banks; PROVIDEDprovided, HOWEVERhowever, -------- ------- that except for action actions expressly required of an the Agent hereunder, each the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by all Banks in accordance with their respective Percentages against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and neither Agent shall in any event be required to take any action which is contrary to this Agreement, the Loan Documents or applicable law.

Authorization; Powers; Agent for Collateral Purposes. Each Bank irrevocably appoints and authorizes each the Agent to act as administrative agent for and on behalf of such Bank to the extent provided herein, in any Loan Documents or in any other document or instrument delivered hereunder or in connection herewith, and to take such other actions as may be reasonably incidental thereto. Each The Agent agrees to act as administrative agent for each Bank upon the express conditions contained in this ARTICLE XArticle VIII, but in no event shall an the Agent constitute a fiduciary of any Bank, nor shall an the Agent have any fiduciary responsibilities in respect of any Bank. In furtherance of the foregoing, and not in limitation thereof, each Bank irrevocably (a) authorizes each the Agent to execute and deliver and perform those obligations under this Agreement and each of the Loan Documents to which the Agent is a party as are specifically delegated to the Agent, and to exercise all rights, powers and remedies as may be specifically delegated hereunder or thereunder, together with such additional powers as may be reasonably incidental thereto, (b) appoints each the Agent as nominal beneficiary or nominal secured party, as the case may be, under the Loan Documents and all related UCC and PPSA financing statements, and (c) authorizes each the Agent to act as agent of and for such Bank for purposes of holding, perfecting and disposing of Collateral under the Loan Documents. As to any matters not expressly provided for by this Agreement or the Loan Documents, neither the Agent shall not 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 instructions of the Required Banks or, if so required pursuant to SECTION 11.2Section 9.2, upon the instructions of all Banks; PROVIDEDprovided, HOWEVERhowever, that except for action expressly required of an the Agent hereunder, each the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by all the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and neither the Agent shall not in any event be required to take any action which is contrary to this Agreement, the Loan Documents or applicable law.

Authorization; Powers; Agent for Collateral Purposes. Each Bank irrevocably appoints and authorizes each the Agent to act as administrative agent for and on behalf of such Bank to the extent provided herein, in any Loan Documents or in any other document or instrument delivered hereunder or in connection herewith, and to take such other actions as may be reasonably incidental thereto. Each The Agent agrees to act as administrative agent for each Bank upon the express conditions contained in this ARTICLE XArticle VIII, but in no event shall an the Agent constitute a fiduciary of any Bank, nor shall an the Agent have any fiduciary responsibilities in respect of any Bank. In furtherance of the foregoing, and not in limitation thereof, each Bank irrevocably (a) authorizes each the Agent to execute and deliver and perform those obligations under this Agreement and each of the Loan Documents to which the Agent is a party as are specifically delegated to the Agent, and to exercise all rights, powers and remedies as may be specifically delegated hereunder or thereunder, together with such additional powers as may be reasonably incidental thereto, (b) appoints each the Agent as nominal beneficiary or nominal secured party, as the case may be, under the Loan Documents and all related UCC and PPSA financing statements, and (c) authorizes each the Agent to act as collateral agent of and for such Bank for purposes of holding, perfecting and disposing of Collateral under the Loan Documents. As to any matters not expressly provided for by this Agreement or the Loan Documents, neither the Agent shall not 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 instructions of the Required Banks or, if so required pursuant to SECTION 11.2Section 9.2, upon the instructions of all Banks; PROVIDEDprovided, HOWEVERhowever, that except for action expressly required of an the Agent hereunder, each the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by all the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and neither the Agent shall not in any event be required to take any action which is contrary to this Agreement, the Loan Documents or applicable law.

Authorization; Powers; Agent for Collateral Purposes. Each Bank Lender irrevocably appoints the Agent as collateral agent for purposes of perfecting the Security Interest and otherwise appoints and authorizes each the Agent to act as administrative agent for and on behalf of such Bank Lender to the extent provided herein, in any Loan Documents herein or in any other document or instrument delivered hereunder or in connection herewith, and to take such other actions as may be reasonably incidental thereto. Each The Agent agrees to act as administrative agent for each Bank Lender upon the express conditions contained in this ARTICLE XArticle IX, but in no event shall an the Agent constitute a fiduciary of any BankLender, nor shall an Agent it have any fiduciary responsibilities in respect of any BankLender. In furtherance of the foregoing, and not in limitation thereof, each Bank Lender irrevocably (a) authorizes each the Agent to execute and deliver and perform those its obligations under this Agreement and each of the Loan Documents to which the Agent is a party as are specifically delegated to the Agentparty, and to exercise all rights, powers powers, and remedies as that the Agent may be specifically delegated hereunder or thereunderhave hereunder, together with such additional powers as may be reasonably incidental theretoincluding without limitation, (b) appoints each the appointment of the Agent as nominal beneficiary or nominal secured party, as the case may be, under certain of the Loan Documents and all related UCC and PPSA financing statements, and (c) authorizes each authorization of the Agent to act as agent of in the holding and for such Bank for purposes of holding, perfecting and disposing disposition of Collateral under the Loan Documents. As to any matters not expressly provided for by this Agreement or the Loan Documents, neither the Agent shall not 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 instructions of the Required Banks Lenders or, if so required pursuant to SECTION 11.2Section 10.4, upon the instructions of all BanksLenders; PROVIDEDprovided, HOWEVERhowever, that except for action actions expressly required of an the Agent hereunder, each the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by all Banks Lenders in accordance with their respective Percentages against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and neither Agent shall in any event be required to take any action which is contrary to this Agreement, the Loan Documents or applicable law.