Common use of Authorization of Agents Clause in Contracts

Authorization of Agents. Each Lender hereby irrevocably appoints and authorizes each of the Arrangers, the Advisor, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent to act as its agent hereunder with such powers as are expressly delegated to the such Agent by the terms of this Agreement and the Intercreditor Agreement, together with such other powers as are reasonably incidental thereto; each Lender hereby authorizes and confirms the appointment by Administrative Agent of Bank of Montreal as Repayment Agent under the Intercreditor Agreement; and each Lender and Administrative Agent hereby authorizes Repayment Agent to act as its agent in accordance with the terms of the Intercreditor Agreement. Each Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or, in the case of the Administrative Agent and the Repayment Agent, in the Intercreditor Agreement. As to any matters not expressly provided for by this Agreement, the Administrative Agent shall act hereunder or in connection herewith in accordance with instructions of the Majority Lenders but, in the absence of any such instructions, the Administrative Agent may (but shall not be obliged to) take such action as it deems it necessary to protect the rights of the Lenders, and any such instructions and any action taken by the Administrative Agent in accordance herewith shall be binding upon all the Lenders. Each Agent shall not, by reason of this Agreement, or, in the case of the Repayment Agent, by reason of the Intercreditor Agreement, be deemed to be a trustee for the benefit of any Lender, the Borrower, the Guarantors or any other Person. None of the Agents nor any of their respective directors, officers, employees or agents shall be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any certificate or other document referred to, or provided for in, or received by any of them under, this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other document referred to, or provided for, herein or any collateral provided for hereby or for any failure by the Borrower or any of the Guarantors to perform its obligations hereunder. The Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. None of the Agents nor any of their respective directors, officers, employees or agents shall be responsible for any action taken or omitted to be taken by it or them under or in connection herewith, except for its or their own gross negligence or wilful misconduct. As of the date on which Syndication Agent notifies the Borrower that it has concluded its primary syndication of the Loan and Commitments, all obligations of the Arrangers, the Advisor and the Syndication Agent, in such capacities hereunder, shall terminate.

Authorization of Agents. Each Lender hereby irrevocably appoints Notwithstanding anything to the contrary in any Pari Passu Document, upon and authorizes each after receipt of the ArrangersRequisite Consents, without the Advisorneed for any further consent or other action by any Pari Passu Secured Party or Agent, then the Syndication Pari Passu Collateral Agent, the Co-Documentation Agents Controlling Party and any other Agent or other representative whose consent is otherwise required may amend, restate, supplement or otherwise modify any Pari Passu Document, including, without limiting the Administrative Agent generality of the foregoing, all security agreements, ship mortgages, financing statements, other lien instruments, insurance arrangements and agreements, and intercreditor agreements, enter into one or more other Pari Passu Documents and may take any other action that is reasonably incidental thereto to act give effect to or to evidence the foregoing, and each of: (i) each applicable Agent; (ii) each Authorized Representative, including without limitation the applicable Controlling Party; (iii) the applicable Controlling Secured Parties; and (iv) the Pari Passu Collateral Agent, will then take such actions as its agent hereunder with such powers as are expressly delegated to the such Agent may be requested by the terms Company or the applicable Restricted Subsidiary in its reasonable discretion to give effect to or to evidence the foregoing and that are otherwise not prohibited by any of this Agreement and the Intercreditor Agreement, together with such other powers as are reasonably incidental thereto; each Lender hereby authorizes and confirms the appointment by Administrative Agent of Bank of Montreal as Repayment Agent under the Intercreditor Agreement; Pari Passu Documents and each Lender and Administrative Agent hereby authorizes Repayment Agent to act as its agent in accordance with the terms of the Intercreditor Agreement. Each Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or, in the case of the Administrative Agent and the Repayment such Agent, in the Intercreditor Agreement. As to any matters not expressly provided for by this AgreementAuthorized Representative, the Administrative Controlling Party or Pari Passu Collateral Agent shall act hereunder or in connection herewith in accordance with instructions upon the written instruction of the Majority Lenders but, in Company or the absence of any such instructions, applicable Restricted Subsidiary with respect thereto. Upon and after the Administrative Agent may (but shall not be obliged to) take such action as it deems it necessary to protect the rights receipt of the LendersRequisite Consents, and any such instructions and no Pari Passu Secured Party shall contest, protest or object to any action taken by the Administrative Agent in accordance herewith shall be binding upon all the Lenders. Each Agent shall not, by reason of this Agreement, or, in the case of the Repayment Pari Passu Collateral Agent, by reason of the Intercreditor Agreement, be deemed to be a trustee for the benefit of any LenderControlling Secured Parties, the Borrower, the Guarantors Controlling Party or any applicable Agent or any other Person. None of exercise by the Agents nor any of their respective directorsPari Passu Collateral Agent, officersthe Controlling Party, employees or agents shall be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any certificate or other document referred to, or provided for in, or received by any of them under, this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Controlling Secured Parties or any other document referred to, or provided for, herein or any collateral provided for hereby or for any failure by the Borrower or any of the Guarantors to perform its obligations hereunder. The Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. None of the Agents nor any of their respective directors, officers, employees or agents shall be responsible for any action taken or omitted to be taken by it or them under or in connection herewith, except for its or their own gross negligence or wilful misconduct. As of the date on which Syndication Agent notifies the Borrower that it has concluded its primary syndication of the Loan and Commitments, all obligations of the Arrangers, the Advisor and the Syndication applicable Agent, in each case, to the extent (and only to the extent) that the Pari Passu Collateral Agent, the Controlling Party, the Controlling Secured Parties or such capacities hereunderAgent, shall terminateas the case may be, considers such action or exercise necessary or desirable to give effect to or to evidence the foregoing.