Common use of Appointment and Authorization of Administrative Agent Clause in Contracts

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders and the L/C issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Bank of America to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof such provisions. (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative b) Agent shall also act solely as an agent the “collateral agent” under the Loan Documents, and each of the Lenders and does not assume the L/C Issuer hereby irrevocably appoints and shall not be deemed authorizes Agent to have assumed act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any obligation towards and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or relationship otherwise for purposes of agency holding or trust with enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Lead Borrower or any direction of its SubsidiariesAgent), other than shall be entitled to the benefits of all provisions of this Article IX and Article X, as provided though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Lending Partners LLC, as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article Section 9 (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12) are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12)thereof. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and each Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms thereofhereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have only any duties or obligations except those duties expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and responsibilities that are expressly specified in is continuing, (b) the Loan Documents. Each Administrative Agent may shall not have any duty to take any discretionary action or exercise such any discretionary powers, except discretionary rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders powers expressly agree contemplated hereby that the Administrative Agent is not acting required to exercise in writing by the Required Lenders, and (c) except as a fiduciary of any Lender in respect of the Loan Documentsexpressly set forth herein, the Borrowers or otherwiseAdministrative Agent shall not have any duty to disclose, and nothing herein shall not be liable for the failure to disclose, any information relating to the Borrower or in any of its Subsidiaries that is communicated to or obtained by the other Loan Documents shall result in any duties or obligations on the bank serving as Administrative Agent or any of the Lenders except as expressly set forth herein and thereinits Affiliates in any capacity. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for in the Lead Borrower or any absence of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Registerown gross negligence or willful misconduct.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A.N.A.[Xxxxxx Xxxxxxx Senior Funding, Inc.], as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms thereofhereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have only any duties or obligations except those duties expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and responsibilities that are expressly specified in is continuing, (b) the Loan Documents. Each Administrative Agent may shall not have any duty to take any discretionary action or exercise such any discretionary powers, except discretionary rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders powers expressly agree contemplated hereby that the Administrative Agent is not acting required to exercise in writing by the Required Lenders, and (c) except as a fiduciary of any Lender in respect of the Loan Documentsexpressly set forth herein, the Borrowers or otherwiseAdministrative Agent shall not have any duty to disclose, and nothing herein shall not be liable for the failure to disclose, any information relating to the Borrower or in any of its Subsidiaries that is communicated to or obtained by the other Loan Documents shall result in any duties or obligations on the bank serving as Administrative Agent or any of the Lenders except as expressly set forth herein and thereinits Affiliates in any capacity. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for in the Lead Borrower or any absence of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Registerown gross negligence or willful misconduct.

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders hereby appoints JPMorgan Chase Bankirrevocably appoints, N.A., designates and authorizes BNYM to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 VIII are solely for the benefit of the Administrative Agent and the Lenders Lenders, and no neither Debtor nor any other Loan Party shall have any rights as a third party beneficiary of any of such provisions. It is understood and agreed that the provisions thereof use of the term “agent” herein or in any other Loan Documents (or any other than similar term) with reference to the extent provided in Sections 9.1Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead such term is used as a matter of market custom, 9.3and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, 9.7and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, 9.11 holding and 9.12)enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In performing its functions and duties hereunderthis connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent shall act solely as an agent pursuant to Section 8.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder at the direction of the Lenders Administrative Agent), shall be entitled to the benefits of all provisions of this Article VIII and does not assume Article IX (including Section 9.9(c), as though such co-agents, sub-agents and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for attorneys-in-fact were the Lead Borrower or any of its Subsidiaries, other than “collateral agent” under the Loan Documents) as provided if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank[Xxxxxx Xxxxxxx Senior Funding, N.A.Inc.], as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders and the L/C issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., LaSalle to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither the Company nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof such provisions. (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative b) Agent shall also act solely as an agent the “collateral agent” under the Loan Documents, and each of the Lenders and does not assume the L/C Issuer hereby irrevocably appoints and shall not be deemed authorizes Agent to have assumed act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any obligation towards and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 14.5 or relationship otherwise for purposes of agency holding or trust with enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Lead Borrower or any direction of its SubsidiariesAgent), other than shall be entitled to the benefits of all provisions of this Section 14 and Section 16, as provided though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders and the L/C issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Bank of America to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof such provisions. (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative b) Agent shall also act solely as an agent the "collateral agent" under the Loan Documents, and each of the Lenders and does not assume the L/C Issuer hereby irrevocably appoints and shall not be deemed authorizes Agent to have assumed act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any obligation towards and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as "collateral agent" and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or relationship otherwise for purposes of agency holding or trust with enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Lead Borrower or any direction of its SubsidiariesAgent), other than shall be entitled to the benefits of all provisions of this Article IX and Article X, as provided though such co-agents, sub-agents and attorneys-in-fact were the "collateral agent" under the Loan Documents as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Bank of America to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither Borrowers nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof such provisions. (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the b) Administrative Agent shall also act solely as an agent the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and does not assume a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 9.05 or otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. The Collateral Agent shall not be deemed have any authority or responsibility to have assumed any obligation towards exercise rights or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) remedies with respect to the maintenance of the RegisterCollateral or Collateral Documents.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms thereofhereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall not have only any duties or obligations except those duties expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and responsibilities that are expressly specified in is continuing, (b) the Loan Documents. Each Administrative Agent may shall not have any duty to take any discretionary action or exercise such any discretionary powers, except discretionary rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders powers expressly agree contemplated hereby that the Administrative Agent is not acting required to exercise in writing by the Required Lenders, and (c) except as a fiduciary of any Lender in respect of the Loan Documentsexpressly set forth herein, the Borrowers or otherwiseAdministrative Agent shall not have any duty to disclose, and nothing herein shall not be liable for the failure to disclose, any information relating to the Borrower or in any of its Subsidiaries that is communicated to or obtained by the other Loan Documents shall result in any duties or obligations on the bank serving as Administrative Agent or any of the Lenders except as expressly set forth herein and thereinits Affiliates in any capacity. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for in the Lead Borrower or any absence of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Registerown gross negligence or willful misconduct.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and the L/C issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Comerica Bank to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the L/C issuer hereby irrevocably appoints Bank of America to act on its behalf as Documentation Agent hereunder and under the other Loan Documents and authorizes Documentation Agent to take such actions on its behalf and to exercise such powers as are delegated to Documentation Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the L/C issuer hereby irrevocably appoints Comerica Bank to act on its behalf as Syndication Agent hereunder and under the other Loan Documents and authorizes Syndication Agent to take such actions on its behalf and to exercise such powers as are delegated to Syndication Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Agent, Documentation Agent, Syndication Agent, Lenders and no L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Registersuch provisions.

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders hereby appoints JPMorgan Chase Bankirrevocably appoints, N.A.designates and authorizes CF Global Credit, LP to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 VIII are solely for the benefit of the Administrative Agent and the Lenders Lenders, and no neither Debtor nor any other Loan Party shall have any rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.9(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. (c) The Administrative Agent declares that it shall hold all Liens or Collateral governed by English law on trust for each of the Lenders on the terms contained in this Agreement. The rights, powers, authorities and discretions given to the Administrative Agent under or in connection with the Loan Documents shall be supplemental to the Trustee Act 1925 (United Kingdom) and the Trustee Act 2000 (United Kingdom) and in addition to any which may be vested in the Administrative Agent by law or regulation or otherwise. Section 1 of the Trustee Act 2000 (United Kingdom) shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Act 1925 (United Kingdom) or the Trustee Act 2000 (United Kingdom) and the provisions thereof (other than of this Agreement, the provisions of this Agreement shall, to the extent provided permitted by law and regulation, prevail and, in Sections 9.1, 9.3, 9.7, 9.11 and 9.12the case of any inconsistency with the Trustee Act 2000 (United Kingdom). In performing its functions and duties hereunder, the Administrative Agent provisions of this Agreement shall act solely as an agent constitute a restriction or exclusion for the purposes of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the RegisterTrustee Act 2000 (United Kingdom).

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders and the L/C issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Bank of America to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof such provisions. (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the b) Administrative Agent shall also act solely as an agent the “collateral agent” under the Loan Documents, and each of the Lenders and does not assume the L/C Issuer hereby irrevocably appoints and shall not be deemed authorizes Administrative Agent to have assumed act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any obligation towards and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 9.5 or relationship otherwise for purposes of agency holding or trust with enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the Lead Borrower or any direction of its SubsidiariesAdministrative Agent), other than shall be entitled to the benefits of all provisions of this Article IX and Article X, as provided though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrowers Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.