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

Appointment and Authorization of the Administrative Agent. (a) Each Holder hereby irrevocably appoints Wilmington Savings Fund Society, FSB, to act on its behalf as the Notes Agent hereunder and under the other Security Documents and authorizes the Notes Agent to take such actions on its behalf and to exercise such rights, remedies and powers as are delegated to Notes Agent by the terms hereof or thereof (including, without limitation, any subordination and intercreditor agreements), together with such rights, actions and powers as are reasonably incidental thereto. In furtherance of the foregoing, each of the Holders hereby irrevocably appoints and authorizes the Notes Agent to act as collateral agent of (and, in such capacity, to hold any security interest created by the Security Documents for and on behalf of or in trust for) such Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Company or any Guarantor to secure any of the Note Obligations, and to take all other actions, exercise all powers and perform such duties as are delegated to the Notes Agent under the Security Documents, together with such powers and discretion as are reasonably incidental thereto. The Notes Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Notes Agent pursuant to Section 10.7 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof), or for exercising any rights and remedies with respect thereto), shall be entitled to the benefits of all provisions of this Article X (including Section 10.7, as though such co-agents, sub-agents and attorneys-in-fact were the ”Notes Agent” under the Transaction Documents). Without limiting the generality of the foregoing, the Holders hereby expressly authorize the Notes Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Notes Agent and the Holders with respect thereto (including the Intercreditor Agreement), as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Notes Agent or its sub-agent(s) shall bind the Holders. The provisions of this Article X (other than Sections 10.9, 10.10, and 10.11) are solely for the benefit of the Notes Agent and the Holders; neither the Company nor any Guarantor shall have rights as a third-party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement or any other Transaction Documents, no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Notes Agent.

Appointment and Authorization of the Administrative Agent. (a) Each Holder Lender hereby irrevocably appoints Wilmington Savings Fund Society, FSB, Bank of America to act on its behalf as the Notes Administrative Agent hereunder and under the other Security Loan Documents and authorizes the Notes Administrative Agent to take such actions on its behalf and to exercise such rights, remedies and powers as are delegated to Notes the Administrative Agent by the terms hereof or thereof (including, without limitation, any subordination and intercreditor agreements)thereof, together with such rights, actions and powers as are reasonably incidental thereto. In furtherance The provisions of this Article IX (other than Sections 9.09 and 9.11) are solely for the benefit of the foregoingAdministrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Holders Lenders (including in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints and authorizes the Notes Administrative Agent to act as collateral the agent of (and, in such capacity, and to hold any security interest created by the Security Collateral Documents for and on behalf of or in trust for) such Holder Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Company or any Guarantor Loan Parties to secure any of the Note Obligations, and to take all other actions, exercise all powers and perform such duties as are delegated to the Notes Agent under the Security Documents, together with such powers and discretion as are reasonably incidental thereto. The Notes Agent In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Notes Administrative Agent pursuant to Section 10.7 9.05 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 with respect theretothereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article X IX (including Section 10.79.07, as though such co-agents, sub-agents and attorneys-in-fact were the ”Notes Agent“collateral agent” under the Transaction Loan Documents)) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Holders Lenders hereby expressly authorize the Notes Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Notes Agent and the Holders Secured Parties with respect thereto (including the Intercreditor AgreementAgreements), as contemplated by and in accordance with the provisions of this Agreement and the Security Collateral Documents and acknowledge and agree that any such action by the Notes any Agent or its sub-agent(s) shall bind the HoldersLenders. The provisions of this Article X (other than Sections 10.9, 10.10, and 10.11) are solely for the benefit of the Notes Agent and the Holders; neither the Company nor any Guarantor shall have rights as a third-party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement or any other Transaction Documents, no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Notes AgentSECTION 9.02.

Appointment and Authorization of the Administrative Agent. (a) Each Holder Lender hereby irrevocably appoints Wilmington Savings Fund Societyappoints, FSB, to act on its behalf as the Notes Agent hereunder and under the other Security Documents designates and authorizes the Notes Administrative Agent to take such actions action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such rights, remedies and powers as are delegated to Notes Agent by the terms hereof or thereof (including, without limitation, any subordination and intercreditor agreements), together with such rights, actions and powers as are reasonably incidental thereto. In furtherance of the foregoing, each of the Holders hereby irrevocably appoints and authorizes the Notes Agent to act as collateral agent of (and, in such capacity, to hold any security interest created by the Security Documents for and on behalf of or in trust for) such Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Company or any Guarantor to secure any of the Note Obligations, and to take all other actions, exercise all powers and perform such duties as are expressly delegated to it by the Notes Agent under the Security Documentsterms of this Agreement or any other Loan Document, together with such powers and discretion as are reasonably incidental thereto. The Notes Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Notes Agent pursuant to Section 10.7 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof), or for exercising any rights and remedies with respect thereto), shall be entitled to the benefits of all provisions of this Article X (including Section 10.7, as though such co-agents, sub-agents and attorneys-in-fact were the ”Notes Agent” under the Transaction Documents). Without limiting the generality of the foregoing, the Holders Administrative Agent is hereby expressly authorize the Notes Agent authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Notes Agent and the Holders Secured Parties with respect thereto (including the Intercreditor Agreement)thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Collateral Documents and acknowledge and agree that (including, for the avoidance of doubt, any such action by First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement upon the Notes Agent incurrence, as applicable, of any Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted First Priority Incremental Equivalent Debt or its sub-agent(s) shall bind the HoldersPermitted Second Priority Additional Debt). The provisions of this Article X 9 (other than Sections 10.9, 10.10, 9.09 and 10.119.11) are solely for the benefit of the Notes Administrative Agent and the Holders; neither Lenders, and the Company nor any Guarantor Borrower shall not have rights as a third-third party beneficiary of any such provision. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreement or any other Transaction DocumentsLoan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against the Notes Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of the Administrative Agent. (a) Each Holder of the Lenders and the LC Issuer hereby irrevocably appoints Wilmington Savings Fund Society, FSB, Wells Fargo to act on its behalf as the Notes Agent Administratixx Xxent hereunder and under the other Security Loan Documents and appoints, designates and authorizes the Notes Administrative Agent to take such actions action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such rights, remedies actions and powers and perform such duties as are expressly delegated to Notes Agent it by the terms hereof of this Agreement or thereof (including, without limitation, any subordination and intercreditor agreements)other Loan Document, together with such rights, actions and powers as are reasonably incidental thereto. In furtherance of The Administrative Agent shall also act as the foregoing"collateral agent" under the Loan Documents, and each of the Holders Lenders (including in its capacity as an existing or as a potential Hedge Bank or Cash Management Bank) and the LC Issuer hereby irrevocably appoints and authorizes the Notes Administrative Agent to act as collateral the agent of (and, in such capacity, to hold any security interest created by Lender and the Security Documents for and on behalf of or in trust for) such Holder LC Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Company or any Guarantor Loan Parties to secure any of the Note Obligations, and to take all other actions, exercise all powers and perform such duties as are delegated to the Notes Agent under the Security Documents, together with such powers and discretion as are reasonably incidental thereto. The Notes Agent thereto (and any co-agentsincluding, sub-agents and attorneys-in-fact appointed by the Notes Agent pursuant without limitation, to Section 10.7 for purposes of holding enter into additional Loan Documents or enforcing any Lien supplements to existing Loan Documents on the Collateral (or any portion thereof), or for exercising any rights and remedies with respect thereto), shall be entitled to the benefits of all provisions of this Article X (including Section 10.7, as though such co-agents, sub-agents and attorneys-in-fact were the ”Notes Agent” under the Transaction Documents). Without limiting the generality behalf of the foregoing, the Holders hereby expressly authorize the Notes Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Notes Agent and the Holders with respect thereto (including the Intercreditor AgreementSecured Parties), as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Notes Agent or its sub-agent(s) shall bind the Holders. The provisions of this Article X (other than Sections 10.9, 10.10, and 10.11) are solely for the benefit of the Notes Agent and the Holders; neither the Company nor any Guarantor shall have rights as a third-party beneficiary of any such provision. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreement or any other Transaction DocumentsLoan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, the LC Issuer or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against the Notes Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of the Administrative Agent. (a) Each Holder Lender hereby designates and appoints WFCF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably appoints Wilmington Savings Fund Societyauthorizes (and by entering into a Bank Product Document, FSBeach Bank Product Provider shall be deemed to designate, appoint, and authorize) the Administrative Agent to act on its behalf as the Notes Agent hereunder execute and under deliver each of the other Security Loan Documents and authorizes the Notes Agent to 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 rights, remedies powers and powers perform such duties as are expressly delegated to Notes the Administrative Agent by the terms hereof of this Agreement or thereof (including, without limitation, any subordination and intercreditor agreements)other Loan Document, together with such rights, actions and powers as are reasonably incidental thereto. In furtherance of the foregoing, each of the Holders hereby irrevocably appoints and authorizes the Notes The Administrative Agent agrees to act as collateral agent of (and, in such capacity, to hold any security interest created by the Security Documents for and on behalf of or in trust for) such Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Company or any Guarantor to secure any of the Note Obligations, and to take all other actions, exercise all powers and perform such duties as are delegated to the Notes Agent under the Security Documents, together with such powers and discretion as are reasonably incidental thereto. The Notes Agent Lenders (and any co-agents, sub-agents and attorneys-in-fact appointed by the Notes Agent pursuant to Section 10.7 for purposes of holding or enforcing any Lien Bank Product Providers) on the Collateral (or any portion thereof), or for exercising any rights and remedies with respect thereto), shall be entitled to the benefits of all provisions of conditions contained in this Article X (including Section 10.7, as though such co-agents, sub-agents and attorneys-in-fact were the ”Notes Agent” under the Transaction Documents)14. Without limiting the generality of the foregoing, the Holders hereby expressly authorize the Notes Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Notes Agent and the Holders with respect thereto (including the Intercreditor Agreement), as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Notes Agent or its sub-agent(s) shall bind the Holders. The provisions of this Article X (other than Sections 10.9, 10.10, and 10.11) are solely for the benefit of the Notes Agent and the Holders; neither the Company nor any Guarantor shall have rights as a third-party beneficiary of any such provision. Notwithstanding any Any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Loan Document notwithstanding, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against the Notes Administrative 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 the Administrative 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 (and by entering into a Bank Product Document, each Bank Product Provider shall be deemed to authorize) the Administrative 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, the Administrative 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 the Administrative 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 the Administrative Agent, Lenders agree that the Administrative 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, 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 105 agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as the Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers or their Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such expenses as the Administrative 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 the Administrative Agent. (a) Each Holder Lender hereby designates and appoints WFCF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably appoints Wilmington Savings Fund Societyauthorizes (and by entering into a Bank Product Agreement, FSBeach Bank Product Provider shall be deemed to designate, appoint, and authorize) the Administrative Agent to act on its behalf as the Notes Agent hereunder execute and under deliver each of the other Security Loan Documents and authorizes the Notes Agent to 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 rights, remedies powers and powers perform such duties as are expressly delegated to Notes the Administrative Agent by the terms hereof of this Agreement or thereof (including, without limitation, any subordination and intercreditor agreements)other Loan Document, together with such rights, actions and powers as are reasonably incidental thereto. In furtherance of the foregoing, each of the Holders hereby irrevocably appoints and authorizes the Notes The Administrative Agent agrees to act as collateral agent of (and, in such capacity, to hold any security interest created by the Security Documents for and on behalf of or in trust for) such Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Company or any Guarantor to secure any of the Note Obligations, and to take all other actions, exercise all powers and perform such duties as are delegated to the Notes Agent under the Security Documents, together with such powers and discretion as are reasonably incidental thereto. The Notes Agent Lenders (and any co-agents, sub-agents and attorneys-in-fact appointed by the Notes Agent pursuant to Section 10.7 for purposes of holding or enforcing any Lien Bank Product Providers) on the Collateral (or any portion thereof), or for exercising any rights and remedies with respect thereto), shall be entitled to the benefits of all provisions of conditions contained in this Article X (including Section 10.7, as though such co-agents, sub-agents and attorneys-in-fact were the ”Notes Agent” under the Transaction Documents)14. Without limiting the generality of the foregoing, the Holders hereby expressly authorize the Notes Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Notes Agent and the Holders with respect thereto (including the Intercreditor Agreement), as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by the Notes Agent or its sub-agent(s) shall bind the Holders. The provisions of this Article X (other than Sections 10.9, 10.10, and 10.11) are solely for the benefit of the Notes Agent and the Holders; neither the Company nor any Guarantor shall have rights as a third-party beneficiary of any such provision. Notwithstanding any Any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Loan Document notwithstanding, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Loan Document or otherwise exist against the Notes Administrative 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 the Administrative 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 (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) the Administrative 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, the Administrative 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 the Administrative 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 the Administrative Agent, Lenders agree that the Administrative 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, 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 Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as the Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers or their Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as the Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.