Administrative Agent and Other Agents. SECTION 9.01. Appointment and Authorization of the Administrative Agent 174 SECTION 9.02. Delegation of Duties 175 SECTION 9.03. Liability of Agents 175 SECTION 9.04. Reliance by the Administrative Agent 176 SECTION 9.05. Notice of Default 177 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 177 SECTION 9.07. Indemnification of Agents 178 SECTION 9.08. Withholding Tax 178 SECTION 9.09. Agents in Their Individual Capacities 179 SECTION 9.10. Successor Administrative Agent 180 SECTION 9.11. Administrative Agent May File Proofs of Claim 182 SECTION 9.12. Collateral and Guaranty Matters 182 SECTION 9.13. Other Agents; Arrangers and Managers 183 SECTION 9.14. Appointment of Supplemental Administrative Agents 183 SECTION 9.15. Intercreditor Agreements 184 ARTICLE X Miscellaneous SECTION 10.01 Amendments, Etc .185 SECTION 10.02. Notices and Other Communications; Facsimile Copies 187 SECTION 10.03. No Waiver; Cumulative Remedies 189 SECTION 10.04. Attorney Costs and Expenses 189 SECTION 10.05. Indemnification by the Borrower 190 SECTION 10.06. Payments Set Aside 191 SECTION 10.07. Successors and Assigns 191 SECTION 10.08. Confidentiality 196 SECTION 10.09. Treatment of Information 197 SECTION 10.10. Setoff 198 SECTION 10.11. Interest Rate Limitation 198 SECTION 10.12. Counterparts 199 SECTION 10.13. Integration 199 SECTION 10.14. Survival of Representations and Warranties 199 SECTION 10.15. Severability 199 SECTION 10.16. GOVERNING LAW 199 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY 200 SECTION 10.18. Binding Effect 200 SECTION 10.19. Judgment Currency 201 SECTION 10.20. Lender Action 201 SECTION 10.21. USA PATRIOT Act 201 SECTION 10.22. No Advisory or Fiduciary Responsibility 201 SECTION 10.23. No Personal Liability 202 SECTION 10.24. Defaulting Lender. 202 THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 21, 2012, among AVAYA INC., a Delaware corporation (the “Borrower”), AVAYA HOLDINGS CORP. (FORMERLY KNOWN AS SIERRA HOLDINGS CORP.), a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Administrative Agent and Other Agents. SECTION 9.01 Appointment and Authorization of Agents 185232 SECTION 9.02 Delegation of Duties 186233 SECTION 9.03 Liability of Agents 187233 SECTION 9.04 Reliance by Agents 187234
Administrative Agent and Other Agents. 174173 Section 9.01 Appointment and Authorization of Agents. ................................................. 174173 Section 9.02
Administrative Agent and Other Agents. Section 9.01 Appointment and Authorization of the Administrative Agent 170 Section 9.02 Rights as a Lender 171 Section 9.03 Exculpatory Provisions 171 Section 9.04 Lack of Reliance on the Administrative Agent 173 Section 9.05 Certain Rights of the Administrative Agent 174 Section 9.06 Reliance by the Administrative Agent 175 Section 9.07 Delegation of Duties 176 Section 9.08 Indemnification 176 Section 9.09 The Administrative Agent and Collateral Agent in Their Individual Capacities 177 Section 9.10 Structuring Advisor and Arranger 177 Section 9.11 Resignation by the Administrative Agent 177 Section 9.12 Collateral Matters 179 Section 9.13 [Reserved] 180 Section 9.14 Administrative Agent May File Proofs of Claim 180 Section 9.15 Appointment of Supplemental Administrative Agents 181 Section 9.16 Intercreditor Agreements 182 ARTICLE X
Administrative Agent and Other Agents. SECTION 9.01 Appointment and Authorization of Agents 179184 SECTION 9.02 Delegation of Duties 180185 SECTION 9.03 Liability of Agents 180185 SECTION 9.04 Reliance by Agents 181186 SECTION 9.05 Notice of Default 181186 SECTION 9.06 Credit Decision; Disclosure of Information by Agents 181187 SECTION 9.07 Indemnification of Agents 182187 SECTION 9.08 Agents in Their Individual Capacities 182187 SECTION 9.09 Successor Agents 183188 SECTION 9.10 Administrative Agent May File Proofs of Claim 184189 SECTION 9.11 Collateral and Guaranty Matters 184189 SECTION 9.12 Other Agents; Arrangers and Managers 186191 SECTION 9.13 Withholding Tax Indemnity 186191 SECTION 9.14 Appointment of Supplemental Agents 186191 ARTICLE X
Administrative Agent and Other Agents. SECTION 9.01.SECTION 9.01.
Administrative Agent and Other Agents. Section 2.a Appointment and Authorization of Agents.
Administrative Agent and Other Agents. Appointment and Authority of the Administrative Agent .
Administrative Agent and Other Agents cm. Appointment and Authorization of Agents . #93847511v24 284. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 285. [Reserved].
Administrative Agent and Other Agents. Section 9.01
