Common use of Appointment and Authorization of Agent Clause in Contracts

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank National Association as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to 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 a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank National Association CIBC to act as administrative agent and collateral agent on its agent behalf under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf behalf, hold the security interest for its ratable benefit to secure the Obligations, and to take such other 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 Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as administrative agent and collateral agent for and on behalf of the Lenders Xxxxxxx on the terms and conditions contained in this Section 1513. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to 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 a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, 1 Required waivers to be confirmed. or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (de) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (ef) perform, exercise, and enforce any and all other rights and remedies of the Lender Group Secured Parties with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (fg) incur and pay such Lender Group Secured Party Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. Each Lender and the L/C Issuer hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, the L/C Issuer or any 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “"agent” " herein and in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes All benefits and immunities provided to Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent Article IX shall have and may use its sole discretion apply to the L/C Issuer with respect to exercising any acts taken or refraining from exercising any discretionary rights omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or taking or refraining from taking any actions that Agent expressly is entitled proposed to take or assert under or pursuant to this Agreement be issued by it and the other Loan Documents. Without limiting the generality applications and agreements for letters of the foregoing, or credit pertaining to such Letters of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of CollateralCredit, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements as additionally provided herein with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan DocumentsL/C Issuer.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “"agent” " herein and in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes All benefits and immunities provided to Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, ARTICLE IX shall apply to Agent shall have as issuer of Letters of Credit and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality provider of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action Swing Line Loans with respect to any Collateral acts taken or Loan Documents which may omissions suffered by Agent in connection with Letters of Credit issued by it or proposed to be necessary issued by it and the applications and agreements for letters of credit pertaining to perfectsuch Letters of Credit and any Swing Line Loans made by Agent, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as additionally provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group herein with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any Agent as issuer of same as provided in the Loan Documents, letters of Credit and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment provider of its functions and powers pursuant to the Loan DocumentsSwing Line Loans.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and authorizes the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall the Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “"agent” " herein and in this Agreement or the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to . (b) The Issuing Bank shall act as the secured party under each on behalf of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement Letters of Credit issued by it and the other Loan Documents. Without limiting documents associated therewith, and the generality Issuing Bank shall have all of the foregoing, benefits and immunities (i) provided to the Agent in this Article XII with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of any other provision Credit issued by it or proposed to be issued by it and the Applications and Agreements for Letters of Credit pertaining to such Letters of Credit as fully as if the Loan Documents that provides rights term "Agent" as used in this Article XII and in the definition of "Agent-Related Person" included the Issuing Bank with respect to such acts or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateralomissions, and related matters, (bii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements as additionally provided herein with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan DocumentsIssuing Bank.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and authorizes the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other action on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingCredit Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall the Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “agent” herein and in this Agreement or the other Loan Credit Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawRequirement of Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each . (b) The Issuing Lender hereby further authorizes Agent to shall act as the secured party under each on behalf of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement Letters of Credit issued by it and the other Loan Documents. Without limiting documents associated therewith, and the generality Issuing Lender shall have all of the foregoing, benefits and immunities (i) provided to the Agent in this Section 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of any other provision Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the Loan Documents that provides rights term “Agent” as used in this Section 10 and in the definition of “Agent-Related Person” included the Issuing Lender with respect to such acts or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateralomissions, and related matters, (bii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements as additionally provided herein with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan DocumentsIssuing Lender.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstandingDocument, Agent shall not have any duties or responsibilities, except those expressly set forth herein or out in the other Loan Documentsthis Agreement, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “agent” in this Agreement or and in the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to . (b) The L/C Issuer shall act as the secured party under each on behalf of the Loan Documents that create a Lien on Lenders with respect to any item Letters of Collateral. Except Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to Agent in this Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as expressly otherwise fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) (together with the duties and obligations) as additionally provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan DocumentsL/C Issuer.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, but subject to Section 9.2 below, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “"agent” " herein and in this Agreement or the other Loan Documents, but subject to Section 9.2 below and with the exception of any Loan Documents with that are subject to the laws of Ireland or to which Irish Company is a party regardless of the laws to which such Loan Documents may be subject, reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes All benefits and immunities provided to Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, ARTICLE IX shall apply to Agent shall have as issuer of Letters of Credit and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality provider of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action Swing Line Loans with respect to any Collateral acts taken or Loan Documents which may omissions suffered by Agent in connection with Letters of Credit issued by it or proposed to be necessary issued by it and the applications and agreements for letters of credit pertaining to perfectsuch Letters of Credit and any Swing Line Loans made by Agent, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as additionally provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group herein with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any Agent as issuer of same as provided in the Loan Documents, letters of Credit and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment provider of its functions and powers pursuant to the Loan DocumentsSwing Line Loans.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx Axxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. Without limiting the generality of the foregoing, the use of the term “"agent” " in this Agreement or the other Loan Documents with reference to 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 a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receivemake Loans, applyfor itself or on behalf of Lenders, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, purposes and (ef) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby designates and appoints U.S. Bank National Association as its agent under this Agreement of the Banks and the Issuing Bank hereby irrevocably appoints Bank of America to act on its behalf as the Agent hereunder and under the other Loan Credit Documents and each Lender hereby irrevocably authorizes the Agent to execute and deliver each of the other Loan Documents (where required) take such actions on its behalf and to take such other 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 the Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such actions and powers as are reasonably incidental thereto. Xxxxx agrees to act as agent The provisions of this Article are solely for and on behalf the benefit of the Lenders on Agent, the conditions contained in this Section 15. Any provision to Banks and the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstandingIssuing Bank, Agent and the Borrower shall not have rights as a third party beneficiary of any duties or responsibilities, of such provisions except those expressly for the Borrower’s consultation rights explicitly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, Section 8.6. It is understood 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 Agent. Without limiting the generality of the foregoing, agreed that the use of the term “agent” herein or in this Agreement any other Credit Documents (or the any other Loan Documents similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLegal Requirements. Instead, Instead such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to . (b) The Issuing Bank shall act as the secured party under each on behalf of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion Banks with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement Letters of Credit issued by it and the other Loan Documents. Without limiting documents associated therewith, and the generality Issuing Bank shall have all of the foregoing, benefits and immunities (i) provided to the Agent in this Article VIII with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of any other provision Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the Loan Documents that provides rights term “Agent” as used in this Article VIII and in the definition of “Agent-Related Person” included the Issuing Bank with respect to such acts or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateralomissions, and related matters, (bii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements as additionally provided herein with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan DocumentsIssuing Bank.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “"agent” " herein and in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes All benefits and immunities provided to Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Article IX shall apply to Agent shall have as issuer of Letters of Credit and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality provider of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action Swing Line Loans with respect to any Collateral acts taken or Loan Documents which may omissions suffered by Agent in connection with Letters of Credit issued by it or proposed to be necessary issued by it and the applications and agreements for letters of credit pertaining to perfectsuch Letters of Credit and any Swing Line Loans made by Agent, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as additionally provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group herein with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any Agent as issuer of same as provided in the Loan Documents, letters of Credit and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment provider of its functions and powers pursuant to the Loan DocumentsSwing Line Loans.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “"agent” " herein and in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes All benefits and immunities provided to Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Article IX shall apply to Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality as issuer of the foregoing, or Letters of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action Credit with respect to any Collateral acts taken or Loan Documents which may omissions suffered by Agent in connection with Letters of Credit issued by it or proposed to be necessary issued by it and the applications and agreements for letters of credit pertaining to perfectsuch Letters of Credit, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as additionally provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group herein with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any Agent as issuer of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment letters of its functions and powers pursuant to the Loan DocumentsCredit.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank National Association [REDACTED PER CONFIDENTIALITY PROVISIONS] as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx Agent agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to 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 a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Term Loans (including Protective Advances), for itself or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfecton behalf of Lenders, and maintain perfected, the security interests and Liens upon Collateral pursuant to as provided in the Loan Documents, (cd) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (de) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (ef) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party Parent or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (fg) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. Each Lender Purchaser hereby designates and appoints U.S. Bank National Association Christiana Corporate Services, Inc. as its agent representative under this Agreement and the other Loan Security Documents and each Lender Purchaser hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Security Documents (where required) on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Security Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Security Document, together with such powers as are reasonably incidental thereto. Xxxxx Agent agrees to act as agent for and on behalf of the Lenders such on the express conditions contained in this Section 154.20. The provisions of this Section 4.20 are solely for the benefit of Agent, and the Purchasers, STAC and the Company shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Security Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Security Document or otherwise exist against Agent. Without limiting the generality of the foregoing, ; it being expressly understood and agreed that the use of the term word “agentAgent” in this Agreement or is for convenience only, that the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine merely the representative of any applicable law. Instead, such term is used merely as a matter of market customthe Purchasers, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as has the secured party under each of the Loan Documents that create a Lien on any item of Collateralcontractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have consult with, and may use its sole discretion request instructions from, the Purchasers with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Security Documents. Without limiting , including without limitation the generality of the foregoing, or declaration of any other provision “Event of Default” and the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains of any remedy in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documentsthereof.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank National Association as its agent under this Agreement and authorizes the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other 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 Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Xxxxx agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall the Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term “"agent” " herein and in this Agreement or the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to . (b) The Issuing Bank shall act as the secured party under each on behalf of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement Letters of Credit issued by it and the other Loan Documents. Without limiting documents associated therewith, and the generality Issuing Bank shall have all of the foregoing, benefits and immunities (i) provided to the Agent in this Article XII with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of any other provision Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the Loan Documents that provides rights term "Agent" as used in this Article XII and in the definition of "Agent-Related Person" included the Issuing Bank with respect to such acts or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateralomissions, and related matters, (bii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements as additionally provided herein with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan DocumentsIssuing Bank.