Common use of The Administrative Borrower Clause in Contracts

The Administrative Borrower. Each Borrower hereby irrevocably appoints Par Borrower as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower (a) to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), (c) to enter into Bank Product Provider Agreements on behalf of Borrowers and their Subsidiaries, and (d) to take such action as 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. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group 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 Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury (other than Taxes, which shall be governed by Section 2.18), made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on any instructions of Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 16.17 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

The Administrative Borrower. Each Subsidiary Borrower hereby irrevocably appoints Par the Borrower as the borrowing agent administrative borrower hereunder, and the Borrower shall act under this Agreement as the agent, attorney-in-fact and legal representative of such Subsidiary Borrower for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force purposes, including receiving account statements and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes Administrative Borrower (a) to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions communications to such Subsidiary Borrower from the Administrative Agent or any Lender and receiving proceeds of the Term B-2 Loans. The Administrative Agent and the Lenders may rely, and shall be fully protected in relying, on any certificate, report, information or any notice or communication made or given by the Borrower, whether in its own name or on behalf of a Subsidiary Borrower, and neither the Administrative Agent nor any Lender shall have any obligation to make any inquiry or request any confirmation from or on behalf of any Subsidiary Borrower as to the binding effect on it of any such notice or request. Special Provisions Relating to Term B-7 Loans, Term B-8 Loans, Term B-9 Loans and Term B-10 Loans. The Term B-79 Loans subject to thea Loan Conversion shall bewere allocated ratably to the outstanding Term B-4 Loans and Term B-57 Loans subject to thesuch Loan Conversion (based upon the relative outstanding principal amounts of such Term B-4 Loans and Term B-57 Loans subject to different Interest Periods immediately prior to giving effect thereto). Each resulting “borrowing” of Term B-79 Loans shall constituteconstituted a new deemed “borrowing” under this Agreement and bewas subject to the other Loan Documents same Interest Period (and any notice the same Eurocurrency Rate) applicable to the Term B-4 Loans and Term B-57 Loans to which it relatesrelated immediately prior to thesuch Loan Conversion, which Interest Period shall continuecontinued in effect until such Interest Period expiresexpired and the Term B-79 Loans subject to such “borrowing” arewere continued as Eurocurrency Rate Loans or instruction provided by Administrative Borrower shall be deemed converted to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to Administrative Borrower Base Rate Loans in accordance with the terms hereof provisions of Section 2.02. Additional Term B-79 Loans shall bewere initially incurred as Eurocurrency Rate Loans and shall be allocated ratably to the outstanding “deemed” borrowings of Term B-79 Loans on the ThirdFourth Amendment Effective Date set forth in the immediately preceding sentence (based upon the relative principal amounts of the deemed “borrowings” of Term B-79 Loans subject to have been given different Interest Periods on the ThirdFourth Amendment Effective Date after giving effect to each Borrower), (c) to enter into Bank Product Provider Agreements on behalf of Borrowers and their Subsidiaries, and (d) to take such action as 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 foregoing provisions of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereofSection 2.16(a)). Each Borrower expects to derive benefit, directly or indirectly, from the handling such “borrowing” of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury (other than Taxes, which shall be governed by Section 2.18), made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of Additional Term B-79 Loans shallwas (i) be added to (and made a part of) the handling related deemed “borrowing” of Term B-79 Loans described in the Loan Account and Collateral second sentence of Borrowers as herein providedthis Section 2.16(a), or (ii) be subject to (x) an Interest Period which commencescommenced on the Lender Group’s relying ThirdFourth Amendment Effective Date and endsended on any instructions the last day of Administrative Borrower, except that Borrowers will have no liability the Interest Period applicable to the relevant Agent-Related Person or Lender-Related Person under this Section 16.17 with respect related deemed “borrowing” of Term B-79 Loans to any liability that has been finally determined by a court which it iswas added and (y) the same Eurocurrency Rate applicable to such deemed “borrowing” of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may beTerm B-79 Loans.

The Administrative Borrower. Each Borrower hereby irrevocably appoints Par Borrower Smitx Xxxhnology as the borrowing Administrative Borrower, agent and attorney-in-fact for all Borrowers (the “Administrative Borrower”) Borrowers, which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by each Borrower the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower Borrower (ai) to provide the Agent with all notices with respect to Revolving all Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), (c) to enter into Bank Product Provider Agreements on behalf of Borrowers and their Subsidiaries, and (dii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Revolving all Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower to provide the Agent with all notices and to take all action as the Administrative Borrower deems appropriate with respect to all Letters of Credit under this Agreement. It is understood that the handling of the Loan Account Loans 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 Lender Group none of the Agent, the Lenders or the Letter of Credit Issuer 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 Loan Account Loans and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group Agent, the Lenders and the Letter of Credit Issuer to do so, and in consideration thereof, each Borrower of the Borrowers hereby jointly and severally agrees to indemnify each member of the Lender Group Indemnified Parties and hold each member of the Lender Group Indemnified Parties harmless against any and all liability, expense, loss or claim of damage or injury (other than Taxes, which shall be governed by Section 2.18)injury, made against the Lender Group Indemnified Parties by any Borrower the Borrowers or by any third party whosoever, arising from or incurred by reason of (ia) the handling of the Loan Account Loans and Collateral of the Borrowers as herein provided, provided or (iib) the Agent, any Lender Group’s and the Letter of Credit Issuer relying on any instructions of the Administrative BorrowerBorrower but excluding such liabilities, except that Borrowers will have no liability expenses, losses or claims to the relevant Agent-Related Person or Lender-Related Person under this Section 16.17 with respect to any liability that has been extent finally judicially determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may beIndemnified Party. (q) Annex I to the Loan Agreement is deleted in its entirety and Annex I hereto is substituted in lieu thereof.