Common use of Company as Agent for Borrowers Clause in Contracts

Company as Agent for Borrowers. Each Borrower hereby irrevocably appoints the Company as its agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by the respective appointing Borrower that such appointment has been revoked. Each Borrower hereby irrevocably appoints and authorizes the Company (a) to provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Credit Document and (b) to take such action as the Company deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit Documents. It is understood that the handling of the Credit Account and the Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that the Administrative Agent, each Issuing Lender and each Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Credit Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the consolidated group. To induce the Administrative Agent, each Issuing Lender and each Lender to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify and hold harmless the Administrative Agent, each Issuing Lender and each Lender against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements of whatsoever kind or nature made against the Administrative Agent, any Issuing Lender or any Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Credit Account and Collateral of the Borrowers as herein provided, (ii) the Administrative Agent’s, the Issuing Lenders’ or the Lenders’ relying on any instructions of the Company, or (iii) any other action taken by the Lenders hereunder or under the other Credit Documents; provided, that, no Borrower shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements resulting from (A) the gross negligence or willful misconduct of the Administrative Agent, such Issuing Lender, such Lender or the Collateral Agent, as the case may be (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (B) any disputes solely among the Administrative Agent, any Issuing Lender and/or any Lender (other than (1) any disputes relating to any act or omission of any Credit Party or its Affiliates and (2) any claim against the Administrative Agent, the Collateral Agent or any Issuing Lender in its capacity or in fulfilling such roles under or pursuant to this Agreement and the other Credit Documents).

Company as Agent for Borrowers. Each Borrower hereby irrevocably appoints the Company as its agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by the respective appointing Borrower that Company hereby accepts such appointment has been revokedappointment. Each Borrower hereby irrevocably appoints and authorizes the Company (ai) to provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Credit Document and (bii) to take such action as the Company deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit Documents. It is understood that the handling of the Credit Account and the Collateral of the Borrowers U.S. Borrowers, in the first case, and the Canadian Borrower and the Canadian Subsidiary Guarantors, in the second case, in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers such Credit Parties in order to utilize the collective borrowing powers of the Borrowers such Credit Parties in the most efficient and economical manner and at their request, and that the Administrative Agent, each Issuing Lender and each Lender Lenders shall not incur liability to any Borrower Credit Party as a result hereof. Each Borrower Credit Party expects to derive benefit, directly or indirectly, from the handling of the Credit Account and the Collateral in a combined fashion as described above since the successful operation of each Borrower Credit Party is dependent on the continued successful performance of the consolidated group. To induce the Administrative Agent, each Issuing Lender Agent and each Lender the Lenders to do so, and in consideration thereof, each Borrower Credit Party hereby jointly and severally agrees to indemnify and hold harmless the Administrative Agent, each Issuing Lender Agent and each Lender and hold the Administrative Agent and each Lender harmless against any and all liabilitiesliability, obligationsexpense, lossesloss or claim of damage or injury, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements of whatsoever kind or nature made against the Administrative Agent, any Issuing Lender Agent or any Lender by any Borrower Credit Party or by any third party whosoever, arising from or incurred by reason of (ia) the handling of the Credit Account and Collateral of the Borrowers as herein provided, provided in this Section 2.16 or (iib) the Administrative Agent’s, the Issuing Lenders’ or ’s and the Lenders’ relying on any instructions of the Company, or (iii) any other action taken by the Lenders hereunder or under the other Credit Documents; provided, that, no Borrower shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements resulting from (A) the gross negligence or willful misconduct of the Administrative Agent, such Issuing Lender, such Lender or the Collateral Agent, as the case may be (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (B) any disputes solely among the Administrative Agent, any Issuing Lender and/or any Lender (other than (1) any disputes relating to any act or omission of any Credit Party or its Affiliates and (2) any claim against the Administrative Agent, the Collateral Agent or any Issuing Lender in its capacity or in fulfilling such roles under or pursuant to this Agreement and the other Credit Documents).

Company as Agent for Borrowers. Each Borrower Loan Party hereby irrevocably appoints the Company as its the borrowing agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, Loan Parties (the “Administrative ACTIVE 683704526v8 53 Borrower”) which appointment shall remain in full force and effect unless and until the Administrative Agent Xxxxxx shall have received prior written notice signed by the respective appointing Borrower each Loan Party that such appointment has been revokedrevoked and that another Loan Party has been appointed Administrative Xxxxxxxx. Each Borrower Loan Party hereby irrevocably appoints and authorizes the Company Administrative Borrower (a) to provide the Administrative Agent Lender with all notices with respect to Loans and Revolving Loans, Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement the Loan Documents (and any notice or instruction provided by Administrative Borrower shall be deemed to be given by Loan Parties hereunder and shall bind each Loan Party), (b) to receive all notices, instructions and other information from Lender (and any notice, instructions or other Credit Document information provided by Lender to Administrative Borrower shall be deemed to have been given to each Loan Party), and (bc) to take such action as the Company Administrative Borrower deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit DocumentsAgreement. It is understood Each Loan Party agrees that the handling of the Credit Account Facility, with Loan Parties and the Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers Loan Parties in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that the Administrative Agent, each Issuing Lender and each Lender shall not incur liability to any Borrower Loan Party as a result hereof. Each Borrower Loan Party expects to derive benefit, directly or indirectly, from the handling of the Credit Account Facility, with Loan Parties and the Collateral in a combined fashion fashion, since the successful operation of each Borrower Loan Party is dependent on the continued successful performance of the consolidated integrated group. To induce the Administrative Agent, each Issuing Lender and each Lender to do so, and in consideration thereof, each Borrower Each Loan Party hereby jointly and severally agrees to indemnify Lender and hold Lender harmless the Administrative Agent, each Issuing Lender and each Lender against any and all liabilitiesliability, obligationsexpense, lossesloss or claim of damage or injury, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements of whatsoever kind or nature made against the Administrative Agent, any Issuing Lender or any Lender by any Borrower Loan Party or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Credit Account and Collateral of the Borrowers Facility as herein provided, or (ii) the Administrative Agent’s, the Issuing Lenders’ or the Lenders’ Lender relying on any instructions of Administrative Borrower. This Section shall survive the Company, or (iii) any other action taken by the Lenders hereunder or under the other Credit Documents; provided, that, no Borrower shall be liable for any portion termination of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements resulting from (A) the gross negligence or willful misconduct of the Administrative Agent, such Issuing Lender, such Lender or the Collateral Agent, as the case may be (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (B) any disputes solely among the Administrative Agent, any Issuing Lender and/or any Lender (other than (1) any disputes relating to any act or omission of any Credit Party or its Affiliates and (2) any claim against the Administrative Agent, the Collateral Agent or any Issuing Lender in its capacity or in fulfilling such roles under or pursuant to this Agreement and the other Credit Documents)payment in full of the Obligations.

Company as Agent for Borrowers. Each Borrower hereby irrevocably appoints the Company as its agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by the respective appointing Borrower that such appointment has been revoked. Each Borrower hereby irrevocably appoints and authorizes the Company (a) to provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Credit Document and (b) to take such action as the Company deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit Documents. It is understood that the handling of the Credit Account and the Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that the Administrative Agent, each Issuing Lender and each Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Credit Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the consolidated group. To induce the Administrative Agent, each Issuing Lender and each Lender to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify and hold harmless the Administrative Agent, each Issuing Lender and each Lender against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements of whatsoever kind or nature made against the Administrative Agent, any Issuing Lender or any Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Credit Account and Collateral of the Borrowers as herein provided, (ii) the Administrative Agent’s, the Issuing Lenders’ or the Lenders’ relying on any instructions of the Company, or (iii) any other action taken by the Lenders hereunder or under the other Credit Documents; provided, that, no Borrower shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements resulting from (A) the gross negligence or willful misconduct of the Administrative Agent, such Issuing Lender, such Lender or the Collateral Agent, as the case may be (as determined by a court of competent jurisdiction in a final and non-non- appealable decision), and (B) any disputes solely among the Administrative Agent, any Issuing Lender and/or any Lender (other than (1) any disputes relating to any act or omission of any Credit Party or its Affiliates and (2) any claim against the Administrative Agent, the Collateral Agent or any Issuing Lender in its capacity or in fulfilling such roles under or pursuant to this Agreement and the other Credit Documents).62 #93457508v14

Company as Agent for Borrowers. Each Borrower hereby irrevocably appoints the Company as its the borrowing agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Administrative Agent Agents shall have received prior written notice signed by all of the respective appointing Borrower Borrowers that such appointment has been revokedrevoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Company Administrative Borrower (ai) to provide to the Administrative Agent with Agents and receive from the Agents all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Credit Document and (bii) to take such action as the Company Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit DocumentsAgreement. It is understood that the handling of the Credit Account Loan 114 Accounts and the Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Administrative Agent, each Issuing Lender and each Lender Agents nor the Lenders shall not incur liability to any Borrower the Borrowers as a result hereof. Each Borrower of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Credit Account Loan Accounts and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the consolidated integrated group. To induce the Administrative Agent, each Issuing Lender Agents and each Lender the Lenders to do so, and in consideration thereof, each Borrower of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless the Administrative Agent, each Issuing Lender and each Lender against any and all liabilitiesliability, obligationsexpense, lossesloss or claim of damage or injury, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements of whatsoever kind or nature made against the Administrative Agent, any Issuing Lender or any Lender such Indemnitee by any Borrower of the Borrowers or by any third party whosoever, arising from or incurred by reason of (ia) the handling of the Credit Account Loan Accounts and Collateral of the Borrowers as herein provided, (iib) the Administrative Agent’s, Agents and the Issuing Lenders’ or the Lenders’ Lenders relying on any instructions of the CompanyAdministrative Borrower, or (iiic) any other action taken by the Lenders any Agent or any Lender hereunder or under the other Credit Documents; provided. Notwithstanding the foregoing, that, no Borrower the Credit Parties shall be liable not have any obligation to any Indemnitee under this Section 12.24 for any portion liability, expense, loss or claim of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, damage or disbursements resulting from (A) injury which is caused by the gross negligence or willful misconduct of the Administrative Agentsuch Indemnitee, such Issuing Lender, such Lender or the Collateral Agent, as the case may be (as determined by a final judgment of a court of competent jurisdiction in a final and non-appealable decision), and (B) any disputes solely among the Administrative Agent, any Issuing Lender and/or any Lender (other than (1) any disputes relating to any act or omission of any Credit Party or its Affiliates and (2) any claim against the Administrative Agent, the Collateral Agent or any Issuing Lender in its capacity or in fulfilling such roles under or pursuant to this Agreement and the other Credit Documents)jurisdiction.

Company as Agent for Borrowers. Each Borrower hereby irrevocably appoints the Company as its agent and attorney-in-fact for all purposes under this Agreement and each other Credit Document, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by the respective appointing Borrower that such appointment has been revoked. Each Borrower hereby irrevocably appoints and authorizes the Company (ai) to provide the Administrative Agent with all notices with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement or any other Credit Document and (bii) to take such action as the Company deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Credit Documents. It is understood that the handling of the Credit Account and the Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that none of the Administrative Agent, each the ABL Loan Collateral Agent, the Issuing Lender and each Lender or the Lenders shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Credit Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the consolidated group. To induce the Administrative Agent, each the Issuing Lender and each Lender the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify and hold harmless the Administrative AgentAgents, each the Issuing Lender and each Lender and hold the Agents, the Issuing Lender and each Lender harmless against any and all liabilitiesliability, obligationsexpense, lossesloss, damagespenalty, penaltiesaction, claimsjudgment, actionscost or claim of damage or injury, judgments, costs, expenses, or disbursements of whatsoever kind or nature made against the Administrative such Agent, any , the Issuing Lender or any Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (ia) the handling of the Credit Account and Collateral of the Borrowers as herein provided, (iib) the Administrative Agent’s, the ABL Loan Collateral Agent, the Issuing Lenders’ Lender or the Lenders’ relying on any instructions of the Company, or (iiic) any other action taken by the Administrative Agent, the ABL Loan Collateral Agent, the Issuing Lender or the Lenders hereunder or under the other Credit Documents; provided, thatexcept that the Borrowers will have no liability to any Lender, no Borrower shall be liable for Administrative Agent or the ABL Loan Collateral Agent with respect to any portion (x) liability that has been finally determined by a court of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses, or disbursements resulting competent jurisdiction to have resulted solely from (A) the gross negligence or willful misconduct of such Lender, the Administrative Agent, such Issuing Lender, such Lender Agent or the ABL Loan Collateral Agent, as the case may be be, or (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (By) any disputes dispute solely among the Lenders, the Administrative Agent or the ABL Loan Collateral Agent other than claims against the Administrative Agent, any Issuing Lender and/or any Lender (other than (1) any disputes relating to any act or omission of any Credit Party or its Affiliates and (2) any claim against the Administrative Agent, the Collateral Agent or any Issuing Lender of their Affiliates in its capacity or in fulfilling such roles its role as Administrative Agent, Lead Arranger or any other similar role hereunder and under or pursuant to this Agreement and any of the other Credit DocumentsDocuments (other than claims arising out of any act or omission of Holdings or the Company or any of its Subsidiaries).