Common use of Appointment; Powers Clause in Contracts

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agent and authorizes the Administrative Agent and/or the Collateral Agent, as applicable, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent and the Collateral Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. provisions (bother than the provisions of Section 11.06). Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) The Administrative hereby authorizes and directs the Collateral Agent shall also act to enter into the Security Instruments on behalf of such Lender, in each case, as the “collateral agent” under Collateral Agent deems appropriate and agrees that the Loan DocumentsCollateral Agent may take such actions on its behalf as is contemplated by the terms of any such applicable Security Instrument. Without limiting the provisions of Sections 11.02 and 12.03, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank Lender hereby irrevocably appoints and authorizes consents to the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes Collateral Agent and any successor serving in either such capacity and agrees not to assert any claim (including as a result of acquiring, holding and enforcing any and all Liens on Collateral granted by any conflict of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, interest) against the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (Agent or any portion thereof granted under such successor, arising from the Security Instruments, or for exercising any rights and remedies thereunder at the direction role of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though Collateral Agent or such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” successor under the Loan Documents) Documents so long as if set forth it is either acting in full herein accordance with respect theretothe terms of such documents and otherwise has not engaged in gross negligence or willful misconduct.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers hereunder and under any agreement executed and delivered pursuant to the terms hereof as are delegated to the Administrative Agent by the terms hereof and the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Except The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement have a fiduciary relationship with respect any Lender. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.149.02), subject to the other provisions of this Article are solely for the benefit of the Administrative AgentVIII (including Section 8.03), and (c) except as expressly set forth herein, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documentsnot have any duty to disclose, and each shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Lenders (including bank serving as Administrative Agent or any of its Affiliates in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and any capacity. Notwithstanding anything herein to the Issuing Bank hereby irrevocably appoints and authorizes contrary, the Administrative Agent to act shall not be liable for, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as the agent of a result of, any such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any determination of the Borrower and Revolving Credit Exposure or the Guarantors to secure any component amounts of the Obligationsforegoing, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled except to the benefits extent of all provisions of this Article XI and Article XII (including Section 12.03(c)its unlawful action, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretogross negligence or willful misconduct.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor other Loan Party shall have rights as a third third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Lender and/or Treasury Management ProviderParty) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14In performing its functions and duties hereunder, the provisions Administrative Agent shall act solely as an agent of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and does not assume and shall not be deemed to have assumed any obligation towards (other than as expressly set forth herein) or relationship of agency or trust with or for any Loan Party or any Affiliate thereof. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) hereby authorizes and directs the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under to enter into the Loan Documents, including without limitation, the Security Instruments and any other document or agreement contemplated by the terms hereof, on behalf of such Lender, in each case, as needed to effectuate the transactions permitted by this Agreement, agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of such applicable Security Instrument, and agrees that it shall be bound by such Loan Documents as if a signatory thereto. Neither Administrative Agent, nor its Related Parties, shall have any liability or responsibility for the actions or omissions of any Secured Party, or for any other Secured Party’s compliance with (or failure to comply with) the terms, covenants and agreements set forth in this Agreement and each of the Lenders (including in its capacities as a potential Secured Swap Party Loan Documents. Without limiting the provisions of Section 11.02 and a potential Secured Cash Management Provider) and the Issuing Bank Section 12.03, each Lender hereby irrevocably appoints and authorizes consents to the Administrative Agent serving in such capacity and agrees not to act assert any claim (including as the agent a result of such Lender and the Issuing Bank for purposes any conflict of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by interest) against the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on arising from the Collateral (or any portion thereof granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction role of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” Agent under the Loan Documents) Documents so long as if set forth Administrative Agent has not engaged in full herein with respect theretogross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appointment; Powers. (a) Each Subject to the terms of this Agreement, each of the Lenders and the Issuing Bank Beneficial Secured Parties hereby irrevocably appoints the Administrative Agent as its agent and authorizes Administrative Secured Party to act as nominee on behalf of itself and any of the other Beneficial Secured Parties, in the name of Administrative Agent Secured Party, the Beneficial Secured Parties or any of them, to take such actions as agent on its behalf any one or more of the following actions: Administer the Administration Documents in accordance with their terms, and to exercise such act or refrain from acting under the Administration Documents in accordance with powers as are delegated to Administrative Secured Party under the Administrative Agent by the terms hereof Administration Documents and the such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with ; execute and enter into the Administration Documents; hold the Administration Documents; hold and enforce the security interests and liens in the Collateral granted under the Administration Documents; exercise and enforce rights and remedies in respect to Section 11.14, the provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights Receivables as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneysattorney-in-fact appointed and administrator as provided by paragraph 1.2; receive all documents, certifications, opinions and other items furnished by CompuCom under the Administration Documents; take actions as may be requested or instructed by the Beneficial Secured Parties (PROVIDED, that unless the Administration Documents specifically require or permit direction or consent by the Beneficial Secured Parties and, in such event, unless further assurance of indemnification (if requested by Administrative Agent Secured Party) is furnished as provided by paragraph 8.1(g), Administrative Secured Party shall not be obligated to comply with any such instructions); collect, receive and administer Collections as provided by this Agreement; distribute to the Beneficial Secured Parties such information, requests and documents received from CompuCom pursuant to Section 11.05 for purposes the Administration Documents; and deliver to CompuCom requests, demands, approvals and consents as required or allowed under the Administration Documents. Except as otherwise expressly provided by the Administration Documents, each of holding the Beneficial Secured Parties irrevocably authorizes Administrative Secured Party to take or enforcing any Lien refrain from taking such actions on the Collateral (Beneficial Secured Parties' behalf as Administrative Secured Party in its discretion determines necessary or any portion thereof granted under appropriate in administering the Security InstrumentsAdministration Documents. Except as otherwise provided by this Agreement, Administrative Secured Party may take such action, or for exercising refrain from taking such action, in respect of the Collateral, or in respect of administration of the Administration Documents, as it may deem in its discretion to be advisable in the performance of its obligations under this Agreement. Unless otherwise agreed by Administrative Secured Party, any rights and remedies thereunder action taken by Administrative Secured Party with the consent or at the direction of the Beneficial Secured Parties shall be deemed to have been taken for and on behalf of each of the Beneficial Secured Parties. Administrative Agent)Secured Party shall not be required to take action or exercise any remedy except to the extent expressly required by this Agreement upon direction of the Beneficial Secured Parties, PROVIDED, that Administrative Secured Party shall not be required to take any action which Administrative Secured Party believes would expose it or any of the Beneficial Secured Parties to personal liability, or which Administrative Secured Party believes is contrary to any of the Administration Documents or applicable law. Administrative Secured Party may perform any of its duties under the Administration Documents by or through officers, directors, employees, attorneys or agents, and shall be entitled to employ and consult with legal counsel, independent public accountants, and other experts or consultants and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the benefits advice of all provisions of this Article XI such counsel, accountants, experts or consultants, and Article XII (including Section 12.03(c)may rely and act upon any resolution, as though such co-agentsnotice, sub-agents consent, certificate, affidavit, letter or other document or instrument or writing, or any telecopy, fax, telegram, telex or teletype, or any court order, or any conversation, which it believes to be genuine and attorneys-in-fact were correct and to have been signed or made by the “collateral agent” proper Person. Administrative Secured Party shall be fully protected in acting, or in refraining from acting, under the Loan Documents) as if set forth Administration Documents in full herein accordance with respect theretoinstructions signed by the Beneficial Secured Parties, and such instructions and any action or inaction by Administrative Secured Party pursuant thereto shall be binding on each of the Beneficial Secured Parties. Neither Administrative Secured Party nor its affiliates, officers, directors, employees, attorneys, or agents shall be liable for any action taken or omitted to be taken in connection with the Administration Documents except for gross negligence or willful misconduct.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor other Loan Party shall have rights as a third third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein and in any other Loan Document 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. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Provider and/or Treasury Management ProviderBank) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender (in such capacities) and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c11.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders Lender and the each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as its the administrative agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof under such agreements and the other Loan Documents, together with to exercise such actions and powers as are reasonably incidental thereto. Except Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders and the Issuing Banks with respect to Section 11.14such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account; (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) None of the Arranger, Co-Documentation Agents or Syndication Agent shall have any obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but such person shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any obligation to reimburse an LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 3.02, 3.05, 5.01, 5.03 and 12.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 12.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing BankBanks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and neither subject to the conditions set forth in this Article, none of the Borrower nor or any Guarantor Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary of under any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents. Each Secured Party, and each whether or not a party hereto, will be deemed, by its acceptance of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any benefits of the Borrower Collateral and of the Guarantors to secure any Guarantees of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor other Loan Party shall have rights as a third third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Lender and/or Treasury Management ProviderParty) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security InstrumentsCollateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and Citibank, to act on its behalf as its agent the Collateral Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article XI are solely for the benefit of the Administrative Agent, the other Agents, the Lenders Collateral Agent and the Issuing BankLenders, and neither the Borrower nor any Guarantor other Loan Party shall have rights as a third third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein and in any other Loan Document with reference to the Administrative Agent or the Collateral 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. (b) The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Bank (in such capacities) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Collateral Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c11.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor other Loan Party shall have rights as a third third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term "agent" herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “"collateral agent” " under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Lender and/or Treasury Management ProviderParty) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “"collateral agent” " and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “"collateral agent” " under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and Holders, by accepting the Issuing Bank hereby benefits of the Note Documents, irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent Jefferies Finance to take such actions as agent act on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Note Documents, and each Holder, by accepting the benefits of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby Note Documents, irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Bank Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Xxxxxxxx Parties to secure any of the ObligationsObligations arising under the Note Documents and to execute and deliver the Intercreditor Agreement and the other Security Documents on behalf of the Holders, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 11.05 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security InstrumentsDocuments, or for exercising any rights and remedies thereunder at the direction of the Administrative Collateral Agent), shall be entitled to the benefits of all provisions of this Article XI Section 9 and Article XII (including Section 12.03(c)10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Note Documents) as if set forth in full herein with respect thereto. The provisions of this Section are solely for the benefit of the Holders and the Collateral Agent, and neither the Company nor any other Note Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Note Documents (or any other similar term) with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law (whether or not an Event of Default is continuing). Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Without limiting the generality of the foregoing, the Collateral Agent (and any Sub-Agent) are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Holders with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Note Documents. In performing its functions and duties hereunder, the Collateral Agent (and each Sub-Agent) shall act solely as an agent of the Holders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agent and authorizes the Administrative Agent and/or the Collateral Agent, as applicable, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders Agent and the Issuing BankCollateral Agent and the Lenders, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. provisions (bother than the provisions of ‎Section 11.06). Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) The Administrative hereby authorizes and directs the Collateral Agent shall also act to enter into the Security Instruments on behalf of such Lender, in each case, as the “collateral agent” under Collateral Agent deems appropriate and agrees that the Loan DocumentsCollateral Agent may take such actions on its behalf as is contemplated by the terms of any such applicable Security Instrument. Without limiting the provisions of Sections 11.02 and 11.03, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank Lender hereby irrevocably appoints and authorizes consents to the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes Collateral Agent and any successor serving in either such capacity and agrees not to assert any claim (including as a result of acquiring, holding and enforcing any and all Liens on Collateral granted by any conflict of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, interest) against the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (Agent or any portion thereof granted under such successor, arising from the Security Instruments, or for exercising any rights and remedies thereunder at the direction role of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though Collateral Agent or such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” successor under the Loan Documents) Documents so long as if set forth it is either acting in full herein accordance with respect theretothe terms of such documents and otherwise has not engaged in gross negligence or willful misconduct.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citibank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and to act on its behalf as its agent the Collateral Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent, the other AgentsCollateral Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor other Loan Party shall have rights as a third third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein and in any other Loan Document with reference to the Administrative Agent or the Collateral 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. (b) The Administrative Collateral Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Provider and/or Treasury Management ProviderBank) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender (in such capacities) and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Collateral Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c11.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.1411.13, the provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Except with respect to Section 11.14, the The provisions of this Article are solely for the benefit of the Administrative Agent, the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor other Loan Party shall have rights as a third third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Lender and/or Treasury Management ProviderParty) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XI and Article XII (including Section 12.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment; Powers. (a) Each of the Lenders and the Issuing Bank Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers hereunder and under any agreement executed and delivered pursuant to the terms hereof as are delegated to the Administrative Agent by the terms hereof and the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Except The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement have a fiduciary relationship with respect any Lender. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.149.02), subject to the other provisions of this Article are solely VIII (including Section 8.03), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the benefit failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, any such determination of the Administrative AgentRevolving Credit Exposure, Aggregate Designated Currency Revolving Exposure or the other Agents, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have rights as a third party beneficiary component amounts of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each foregoing or of the Lenders (including in its capacities as a potential Secured Swap Party and a potential Secured Cash Management Provider) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiringExchange Rate, holding and enforcing any and all Liens on Collateral granted by any of the Borrower and the Guarantors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled except to the benefits extent of all provisions of this Article XI and Article XII (including Section 12.03(c)its unlawful action, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretogross negligence or willful misconduct.