Administrative Agent and Other Agents. SECTION 9.01. Appointment and Authorization of the Administrative Agent 169 SECTION 9.02. Delegation of Duties 170 SECTION 9.03. Liability of Agents 171 SECTION 9.04. Reliance by the Administrative Agent 172 SECTION 9.05. Notice of Default 172 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 173 SECTION 9.07. Indemnification of Agents 173 SECTION 9.08. Withholding Tax 174 SECTION 9.09. Agents in Their Individual Capacities 174 SECTION 9.10. Successor Administrative Agent 175 SECTION 9.11. Administrative Agent May File Proofs of Claim 177 SECTION 9.12. Collateral and Guaranty Matters 177 SECTION 9.13. Other Agents; Arrangers and Managers 178 SECTION 9.14. Appointment of Supplemental Administrative Agents 179 SECTION 9.15. Intercreditor Agreements 180 ARTICLE X Miscellaneous SECTION 10.01. Amendments, Etc. 180 SECTION 10.02. Notices and Other Communications; Facsimile Copies 183 SECTION 10.03. No Waiver; Cumulative Remedies 184 SECTION 10.04. Attorney Costs and Expenses 184 SECTION 10.05. Indemnification by the Borrower 185 SECTION 10.06. Payments Set Aside 186 SECTION 10.07. Successors and Assigns 186 SECTION 10.08. Confidentiality 191 SECTION 10.09. Treatment of Information 192 SECTION 10.10. Setoff 193 SECTION 10.11. Interest Rate Limitation 194 SECTION 10.12. Counterparts 194 SECTION 10.13. Integration 194 SECTION 10.14. Survival of Representations and Warranties 194 SECTION 10.15. Severability 194 SECTION 10.16. GOVERNING LAW 195 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY 195 SECTION 10.18. Binding Effect 196 SECTION 10.19. Judgment Currency 196 SECTION 10.20. Lender Action 196 SECTION 10.21. USA PATRIOT Act 196 SECTION 10.22. No Advisory or Fiduciary Responsibility 197 SECTION 10.23. No Personal Liability 197 SECTION 10.24. Defaulting Lender 198 SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 29, 2012, among AVAYA INC., a Delaware corporation (the “Borrower”), AVAYA HOLDINGS CORP. (FORMERLY KNOWN AS SIERRA HOLDINGS CORP.), a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Administrative Agent and Other Agents. Section 9.01 Appointment and Authority of the Administrative Agent 159 Section 9.02 Rights as a Lender 159 Section 9.03 Exculpatory Provisions 159 Section 9.04 Reliance by the Agents 161 Section 9.05 Delegation of Duties 161
Administrative Agent and Other Agents. SECTION 9.01 Appointment and Authorization of the Administrative Agent 186 SECTION 9.02 Rights as a Lender 187 SECTION 9.03 Exculpatory Provisions 187 SECTION 9.04 Lack of Reliance on the Administrative Agent 188 SECTION 9.05 Certain Rights of the Administrative Agent 189 SECTION 9.06 Reliance by the Administrative Agent 189 SECTION 9.07 Delegation of Duties 189 SECTION 9.08 Indemnification 190 SECTION 9.09 The Administrative Agent in Its Individual Capacity 190 SECTION 9.10 [Reserved] 190 SECTION 9.11 Resignation by the Administrative Agent 190 SECTION 9.12 Collateral Matters 192 SECTION 9.13 [Reserved] 193 SECTION 9.14 Administrative Agent May File Proofs of Claim 193 SECTION 9.15 Appointment of Supplemental Administrative Agents 194 SECTION 9.16 Intercreditor Agreements 195 SECTION 9.17 Secured Cash Management Agreements and Secured Hedge Agreements 195 SECTION 9.18 Withholding Tax 196 Page ARTICLE X
Administrative Agent and Other Agents. Section 2.a Appointment and Authorization of Agents.
Administrative Agent and Other Agents. Section 9.01 Appointment and Authorization of the Administrative Agent 170 Section 9.02 Rights as a Lender 171 Section 9.03 Exculpatory Provisions 171 Section 9.04 Lack of Reliance on the Administrative Agent 173 Section 9.05 Certain Rights of the Administrative Agent 174 Section 9.06 Reliance by the Administrative Agent 175 Section 9.07 Delegation of Duties 176 Section 9.08 Indemnification 176 Section 9.09 The Administrative Agent and Collateral Agent in Their Individual Capacities 177 Section 9.10 Structuring Advisor and Arranger 177 Section 9.11 Resignation by the Administrative Agent 177 Section 9.12 Collateral Matters 179 Section 9.13 [Reserved] 180 Section 9.14 Administrative Agent May File Proofs of Claim 180 Section 9.15 Appointment of Supplemental Administrative Agents 181 Section 9.16 Intercreditor Agreements 182 ARTICLE X
Administrative Agent and Other Agents. Sections 9.01
Administrative Agent and Other Agents cm. Appointment and Authorization of Agents . #93847511v24 284. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 285. [Reserved].
Administrative Agent and Other Agents. Appointment and Authority of the Administrative Agent .
Administrative Agent and Other Agents. Section 9.01
Administrative Agent and Other Agents. Section 9.01Appointment and Authorization of Agents.
