Direction to Administrative Agent Clause Samples

Direction to Administrative Agent. Each Lender (a) hereby directs the Administrative Agent to execute this Amendment and (b) acknowledges and agrees that the Administrative Agent has executed this Amendment in reliance of the direction set forth in clause (a).

Direction to Administrative Agent. Each of the Lenders signatory hereto (constituting Required Tranche Lenders) directs the Administrative Agent to execute this Amendment and authorizes the Administrative Agent to take action as agent on its behalf and to exercise such powers and discretion under the DIP Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. The Borrower and the Lenders agree that the indemnifications provided in Section 9.05 of the DIP Credit Agreement apply to the foregoing instruction and the execution of this Amendment.

Direction to Administrative Agent. Each Lender party hereto, which collectively constitute all of the Lenders, hereby directs the Administrative Agent to enter into this Agreement.

Direction to Administrative Agent. Effective as of the Amendment Effective Date, each of the Lenders party hereto (constituting all of the Lenders under the Credit Agreement on the Amendment Effective Date (immediately prior to giving effect to this Amendment)) hereby (x) approves the terms of this Amendment and (y) authorizes and instructs the Administrative Agent to enter into the this Amendment.

Direction to Administrative Agent. Each undersigned Consenting Lender (i) hereby certifies that it is a Lender and that collectively the undersigned Consenting Lenders constitute the Required Lenders under the Credit Agreement, (ii) hereby authorizes and directs the Administrative Agent to promptly acknowledge and execute this Second Amendment, and (iii) acknowledges and agrees that (A) the Administrative Agent has executed this Second Amendment in reliance on the direction set forth in clause (ii) of this Section 9, and (B) the Administrative Agent will not have any responsibility or liability for executing such documents or ascertaining or confirming whether such documents are consistent with or comply with the terms of the Credit Agreement (as amended by this Second Amendment) or any other Loan Document.

Direction to Administrative Agent. By signing below, each Lender authorizes and directs the Administrative Agent to execute this letter agreement.

Direction to Administrative Agent. The undersigned ▇▇▇▇▇▇▇ (representing collectively the Required Lenders) hereby authorize and direct the Administrative Agent to enter into this Amendment.

Direction to Administrative Agent. Each of the Lenders party hereto irrevocably authorizes and directs the Administrative Agent to take such actions on its behalf, including execution of this Amendment and any other Loan Document, and to exercise such powers as are delegated to the Administrative Agent by the terms of this Amendment and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The exculpatory provisions of Article 8 of the Credit Agreement are hereby incorporated by reference into this Amendment mutatis mutandis and shall apply hereto. [Signature Pages Follow]

Direction to Administrative Agent. By their execution hereof, the Lenders hereby authorize and direct the Administrative Agent to execute, deliver and perform this Waiver and to take any and all other actions as may be necessary or convenient to effect the terms hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Docusign Envelope ID: 5BB7DAA3-D061-4B79-BC6B-FCBBBC44EDA9