Common use of Appointment; Powers Clause in Contracts

Appointment; Powers. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions 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 or thereof, together with such actions and powers as are reasonably incidental thereto. 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 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 9.02), subject to the other provisions of this Article 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 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 Revolving Credit Exposure or the component amounts of the foregoing, except to the extent of its unlawful action, gross negligence or willful misconduct.

Appointment; Powers. Each In order to administer efficiently the assertion, defense, settlement and resolution of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers hereunder and under any agreement executed and delivered claims for indemnification pursuant to the terms hereof as are delegated to the Administrative Agent by the terms hereof Article 6 and any other disputes or thereof, together matters arising in connection with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not the Indemnification Escrow Agreement, the Working Capital Escrow Agreement or any other agreement entered into by reason the Company Stockholder Representative on behalf of the Company Stockholders as contemplated hereunder, upon the approval of this Agreement have by the Company Stockholders in accordance with Delaware Law, the Company Stockholder Representative shall be exclusively (except in case of clause (iv) and clause (v) below in the event of a fiduciary relationship with claim not generally applicable to the Stockholders (a "Particular Claim"), in which case such authorization shall be non-exclusive) authorized and empowered to: (i) to the extent permitted by applicable law, amend, modify or waive 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 9.02), subject to the other provisions of this Article VIII Agreement, the Indemnification Escrow Agreement, the Working Capital Escrow Agreement or any other agreement contemplated hereby on behalf of the Company Stockholders in any manner in which the Company Stockholder Representative believes to be in the best interests of the Company Stockholders; (ii) give all notices (including Section 8.03)service of process) required to be given by or on behalf of any Company Stockholder under this Agreement or any other agreement contemplated hereby; (iii) take any action (or determine to take no action) in connection with the defense, settlement, compromise, arbitration and/or other resolution of any claim for indemnification by any Purchaser Indemnified Party (as defined below) pursuant to Article 6 hereof, including compliance with any Order in connection with any such claim, or any other claim, arbitration, dispute, action, suit, or other proceeding in connection with this Agreement; (iv) assert, bring, prosecute, maintain, settle, compromise, arbitrate and/or otherwise resolve on behalf of the Company Stockholders any claim for indemnification by any Company Stockholder Indemnified Party (as defined -20- below) pursuant to Article 6 hereof or any other claim, arbitration, dispute, action, suit, or other proceeding in connection with this Agreement; and (cv) except take all such other actions (or determine to take no action) as expressly set forth hereinthe Company Stockholder Representative may deem necessary or appropriate in his sole judgment to carry out the foregoing. By his/its execution hereof, 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 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 Company Stockholder Representative hereby accepts such determination of the Revolving Credit Exposure or the component amounts of the foregoing, except to the extent of its unlawful action, gross negligence or willful misconductappointment.

Appointment; Powers. 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 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 or 109 the Collateral Agent, as applicable, by the terms hereof or thereofand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Collateral Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have no duties or responsibilities except those expressly set forth rights as a third party beneficiary of any of such provisions (other than the provisions of Section 11.06). Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) hereby authorizes and directs the Collateral Agent to enter into the Security Instruments on behalf of such Lender, in this Agreementeach case, as the Collateral Agent deems appropriate and shall not agrees that the Collateral Agent may take such actions on its behalf as is contemplated by reason the terms of this Agreement have a fiduciary relationship with any Lendersuch applicable Security Instrument. Without limiting the generality provisions of the foregoingSections 11.02 and 12.03, (a) each Lender hereby consents to the Administrative Agent shall and the Collateral Agent and any successor serving in either such capacity and agrees not be subject to assert any fiduciary or other implied duties, regardless claim (including as a result of whether a Default or Event any conflict of Default has occurred and is continuing, (binterest) against 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 9.02), subject to the other provisions of this Article VIII (including Section 8.03), and (c) except as expressly set forth hereinAgent, 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 or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Collateral Agent or any such successor, arising from the role of its Affiliates in any capacity. Notwithstanding anything herein to the contraryAdministrative Agent, the Administrative Collateral Agent shall or such successor under the Loan Documents so long as it is either acting in accordance with the terms of such documents and otherwise has 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 Revolving Credit Exposure or the component amounts of the foregoing, except to the extent of its unlawful action, engaged in gross negligence or willful misconduct.

Appointment; Powers. 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 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 or the Collateral Agent, as applicable, by the terms hereof or thereofand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Collateral Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Guarantor shall have no duties or responsibilities except those expressly set forth rights as a third party beneficiary of any of such provisions (other than the provisions of Section 11.06). Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) hereby authorizes and directs the Collateral Agent to enter into the Security Instruments on behalf of such Lender, in this Agreementeach case, as the Collateral Agent deems appropriate and shall not agrees that the Collateral Agent may take such actions on its behalf as is contemplated by reason the terms of this Agreement have a fiduciary relationship with any Lendersuch applicable Security Instrument. Without limiting the generality provisions of the foregoingSections 11.02 and 12.03, (a) each Lender hereby consents to the Administrative Agent shall and the Collateral Agent and any successor serving in either such capacity and agrees not be subject to assert any fiduciary or other implied duties, regardless claim (including as a result of whether a Default or Event any conflict of Default has occurred and is continuing, (binterest) against 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 9.02), subject to the other provisions of this Article VIII (including Section 8.03), and (c) except as expressly set forth hereinAgent, 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 or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Collateral Agent or any such successor, arising from the role of its Affiliates in any capacity. Notwithstanding anything herein to the contraryAdministrative Agent, the Administrative Collateral Agent shall or such successor under the Loan Documents so long as it is either acting in accordance with the terms of such documents and otherwise has 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 Revolving Credit Exposure or the component amounts of the foregoing, except to the extent of its unlawful action, engaged in gross negligence or willful misconduct.

Appointment; Powers. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions 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 or thereofand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have no In performing its functions and duties or responsibilities except those expressly set forth in this Agreementhereunder, and shall not by reason of this Agreement have a fiduciary relationship with 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 act solely as directed by the Majority Lenders (or such other number or percentage an agent of the Lenders as and does not assume and shall not be necessary under the circumstances as provided in Section 9.02), subject deemed to the have assumed any obligation towards (other provisions of this Article VIII (including Section 8.03), and (c) except 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 Administrative Agent 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 not be bound by such Loan Documents as if a signatory thereto. Neither Administrative Agent, nor its Related Parties, shall have any duty to disclose, and shall not be liable liability or responsibility for the actions or omissions of any Secured Party, or for any other Secured Party’s compliance with (or failure to disclosecomply with) the terms, any information relating covenants and agreements set forth in this Agreement and each of the Loan Documents. Without limiting the provisions of Section 11.02 and Section 12.03, each Lender hereby consents to the Borrower or Administrative Agent serving in such capacity and agrees not to assert any claim (including as a result of its Subsidiaries that is communicated to or obtained by any conflict of interest) against the bank serving Administrative Agent arising from the role of the Administrative Agent under the Loan Documents so long as Administrative Agent or any of its Affiliates has not engaged 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 Revolving Credit Exposure or the component amounts of the foregoing, except to the extent of its unlawful action, gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction.

Appointment; Powers. Each In order to administer efficiently the assertion, defense, settlement and resolution of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers hereunder and under any agreement executed and delivered claims for indemnification pursuant to the terms hereof as are delegated to the Administrative Agent by the terms hereof Article 6 and any other disputes or thereof, together matters arising in connection with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, and shall not the Indemnification Escrow Agreement, the Working Capital Escrow Agreement or any other agreement entered into by reason the Company Stockholder Representative on behalf of the Company Stockholders as contemplated hereunder, upon the approval of this Agreement have by the Company Stockholders in accordance with Delaware Law, the Company Stockholder Representative shall be exclusively (except in case of clause (iv) and clause (v) below in the event of a fiduciary relationship with claim not generally applicable to the Stockholders (a "Particular Claim"), in which case such authorization shall be non-exclusive) authorized and empowered to: (i) to the extent permitted by applicable law, amend, modify or waive 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 9.02), subject to the other provisions of this Article VIII Agreement, the Indemnification Escrow Agreement, the Working Capital Escrow Agreement or any other agreement contemplated hereby on behalf of the Company Stockholders in any manner in which the Company Stockholder Representative believes to be in the best interests of the Company Stockholders; (ii) give all notices (including Section 8.03)service of process) required to be given by or on behalf of any Company Stockholder under this Agreement or any other agreement contemplated hereby; (iii) take any action (or determine to take no action) in connection with the defense, settlement, compromise, arbitration and/or other resolution of any claim for indemnification by any Purchaser Indemnified Party (as defined below) pursuant to Article 6 hereof, including compliance with any Order in connection with any such claim, or any other claim, arbitration, dispute, action, suit, or other proceeding in connection with this Agreement; (iv) assert, bring, prosecute, maintain, settle, compromise, arbitrate and/or otherwise resolve on behalf of the Company Stockholders any claim for indemnification by any Company Stockholder Indemnified Party (as defined below) pursuant to Article 6 hereof or any other claim, arbitration, dispute, action, suit, or other proceeding in connection with this Agreement; and (cv) except take all such other actions (or determine to take no action) as expressly set forth hereinthe Company Stockholder Representative may deem necessary or appropriate in his sole judgment to carry out the foregoing. By his/its execution hereof, 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 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 Company Stockholder Representative hereby accepts such determination of the Revolving Credit Exposure or the component amounts of the foregoing, except to the extent of its unlawful action, gross negligence or willful misconductappointment.

Appointment; Powers. 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 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 or thereofand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Duties and Obligations of Administrative Agent. The Administrative Agent shall not have no any duties or responsibilities obligations except those expressly set forth in this Agreement, and shall not by reason of this Agreement have a fiduciary relationship with any Lenderthe Loan Documents. 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 continuingcontinuing (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; rather, (b) 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), § the Administrative Agent shall not have any no 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 9.02), subject to the other provisions of this Article VIII (including Section 8.03)11.03, 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 failure to disclose, any information relating to the Parent Guarantor, the Borrower or any of its their 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 The Administrative Agent shall be deemed not to the contrary, have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent Guarantor, the Borrower or a Lender, and shall not be liable forresponsible for or have any duty to ascertain or inquire into • any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, • the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, • the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, • the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, • the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, • the existence, value, perfection or priority of any collateral security or the financial 129 or other condition of the Parent Guarantor, the Borrower and their Subsidiaries or any other obligor or guarantor, or be responsible for • any loss, cost or expense suffered failure by the Borrower or any Lender as a result of, other Person (other than itself) to perform any such determination of the Revolving Credit Exposure its obligations hereunder or under any other Loan Document or the component amounts performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the foregoingconditions specified in Article VI, except each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the extent of proposed closing date specifying its unlawful action, gross negligence or willful misconductobjection thereto.

Appointment; Powers. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions 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 or thereof, together with such actions and powers as are reasonably incidental thereto. 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 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 9.02), subject to the other provisions of this Article 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 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 Revolving Credit Exposure, Aggregate Designated Currency Revolving Exposure or the component amounts of any of the foregoingforegoing or of the Exchange Rate, except to the extent of its unlawful action, gross negligence or willful misconduct.

Appointment; Powers. Each of the Lenders 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 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 or the Collateral Agent, as applicable, by the terms hereof or thereofand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Collateral Agent and the Lenders, and neither the Borrower nor any Guarantor shall have no duties or responsibilities except those expressly set forth rights as a third party beneficiary of any of such provisions (other than the provisions of ‎Section 11.06). Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) hereby authorizes and directs the Collateral Agent to enter into the Security Instruments on behalf of such Lender, in this Agreementeach case, as the Collateral Agent deems appropriate and shall not agrees that the Collateral Agent may take such actions on its behalf as is contemplated by reason the terms of this Agreement have a fiduciary relationship with any Lendersuch applicable Security Instrument. Without limiting the generality provisions of the foregoingSections 11.02 and 11.03, (a) each Lender hereby consents to the Administrative Agent shall and the Collateral Agent and any successor serving in either such capacity and agrees not be subject to assert any fiduciary or other implied duties, regardless claim (including as a result of whether a Default or Event any conflict of Default has occurred and is continuing, (binterest) against 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 9.02), subject to the other provisions of this Article VIII (including Section 8.03), and (c) except as expressly set forth hereinAgent, 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 or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Collateral Agent or any such successor, arising from the role of its Affiliates in any capacity. Notwithstanding anything herein to the contraryAdministrative Agent, the Administrative Collateral Agent shall or such successor under the Loan Documents so long as it is either acting in accordance with the terms of such documents and otherwise has 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 Revolving Credit Exposure or the component amounts of the foregoing, except to the extent of its unlawful action, engaged in gross negligence or willful misconduct.

Appointment; Powers. Each Subject to the terms of this Agreement, each of the Lenders 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 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 hereunder and under any agreement executed and delivered pursuant to the terms hereof as are delegated to Administrative Secured Party under the Administrative Agent by the terms hereof or thereof, together with Administration Documents and such actions and other powers as are reasonably incidental thereto; 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 of the Receivables as attorney-in-fact 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 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 the Administration Documents; and deliver to CompuCom requests, demands, approvals and consents as required or allowed under the Administration Documents. The Except as otherwise expressly provided by the Administration Documents, each of the Beneficial Secured Parties irrevocably authorizes Administrative Agent shall have no duties Secured Party to take or responsibilities except those expressly set forth refrain from taking such actions on the Beneficial Secured Parties' behalf as Administrative Secured Party in its discretion determines necessary or appropriate in administering the Administration Documents. Except as otherwise provided by this Agreement, and shall not by reason of this Agreement have a fiduciary relationship with any Lender. Without limiting the generality Administrative Secured Party may take such action, or refrain from taking such action, in respect of the foregoingCollateral, (a) 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 Agent Secured Party, any 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 Secured Party 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 required to take any discretionary action or exercise any discretionary powersremedy except to the extent expressly required by this Agreement upon direction of the Beneficial Secured Parties, except discretionary rights and powers expressly contemplated hereby PROVIDED, that the Administrative Agent is Secured Party shall not be required to exercise in writing as directed by the Majority Lenders (take any action which Administrative Secured Party believes would expose it or such other number or percentage any of the Lenders as 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 necessary under the circumstances as provided in Section 9.02)entitled to employ and consult with legal counsel, subject to the other provisions of this Article VIII (including Section 8.03)independent public accountants, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, 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 failure to discloseadvice of such counsel, accountants, experts or consultants, and may rely and act upon any information relating to the Borrower resolution, notice, consent, certificate, affidavit, letter or other document or instrument or writing, or any of its Subsidiaries that is communicated telecopy, fax, telegram, telex or teletype, or any court order, or any conversation, which it believes to be genuine and correct and to have been signed or obtained made by the bank serving as proper Person. Administrative Agent Secured Party shall be fully protected in acting, or in refraining from acting, under the Administration Documents in accordance with instructions 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 in any capacity. Notwithstanding anything herein to the contraryaffiliates, the Administrative Agent officers, directors, employees, attorneys, or agents shall not be liable for, or be responsible for any loss, cost action taken or expense suffered by omitted to be taken in connection with the Borrower or any Lender as a result of, any such determination of the Revolving Credit Exposure or the component amounts of the foregoing, Administration Documents except to the extent of its unlawful action, for gross negligence or willful misconduct.