Common use of Appointment and Authorization of the Administrative Agent Clause in Contracts

Appointment and Authorization of the Administrative Agent. (a) Each Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers 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 provisions of this Article IX (other than Sections 9.09 and 9.11) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision. (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 Lender and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the 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 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral 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 IX (including Section 9.07, 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. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including the Intercreditor Agreements), as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. SECTION 9.02.

Appointment and Authorization of the Administrative Agent. (a) Each Lender of the Lenders and the LC Issuer hereby irrevocably appoints Bank of America Wells Fargo to act on its behalf as the Administrative Agent Administratixx Xxent hereunder and under the other Loan Documents and appoints, designates and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX (other than Sections 9.09 and 9.11) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision. (b) The Administrative Agent shall also act as the “"collateral agent” " under the Loan Documents, and each of the Lenders (including in its capacities capacity as a Lender and an existing or as a potential Hedge Bank and/or or Cash Management Bank) and the LC Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) such Lender and the LC Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretothereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connectionNotwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative AgentAgent shall not have any duties or responsibilities, as “collateral agent” (and any co-agentsexcept those expressly set forth herein, sub-agents and attorneys-in-fact appointed by nor shall the Administrative Agent pursuant have or be deemed to Section 9.05 for purposes of holding have any fiduciary relationship with any Lender, the LC Issuer or enforcing any Lien on the Collateral (participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any portion thereof) granted under the Collateral Documents, other Loan Document or for exercising any rights and remedies thereunder at the direction of otherwise exist against the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, 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. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize use of the term "agent" herein and in the other Loan Documents with reference to the Administrative Agent is not intended to execute 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 all documents (including releases) with respect is intended to the Collateral and the rights of the Secured Parties with respect thereto (including the Intercreditor Agreements), as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. SECTION 9.02create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of the Administrative Agent. (a) Each Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents (including, for the avoidance of doubt, any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement upon the incurrence, as applicable, of any Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted First Priority Incremental Equivalent Debt or Permitted Second Priority Additional Debt). The provisions of this Article IX 9 (other than Sections 9.09 and 9.11) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision. (b) The Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall also act as the “collateral agent” under the Loan Documentshave no duties or responsibilities, and each of the Lenders (including in its capacities as a Lender and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints and authorizes except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to act as the agent of (have any fiduciary relationship with any Lender or participant, and to hold no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any security interest created by the Collateral Documents for and on behalf of other Loan Document or in trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, otherwise exist 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 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral 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 IX (including Section 9.07, 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. Without limiting the generality of the foregoingforegoing sentence, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights use of the Secured Parties with respect thereto (including the Intercreditor Agreements), as contemplated by term “agent” herein and in accordance the other Loan Documents with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by reference to any Agent shall bind the Lendersis not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. SECTION 9.02Instead, 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.

Appointment and Authorization of the Administrative Agent. (a) Each Lender Holder hereby irrevocably appoints Bank of America Wilmington Savings Fund Society, FSB, to act on its behalf as the Administrative Notes Agent hereunder and under the other Loan Security Documents and authorizes the Administrative Notes Agent to take such actions on its behalf and to exercise such rights, remedies and powers as are delegated to the Administrative Notes Agent by the terms hereof or thereofthereof (including, without limitation, any subordination and intercreditor agreements), together with such rights, actions and powers as are reasonably incidental thereto. The provisions of this Article IX (other than Sections 9.09 and 9.11) are solely for the benefit In furtherance of the Administrative Agent and the Lendersforegoing, and the Borrower shall not have rights as a third party beneficiary of any such provision. (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 Lender and a potential Hedge Bank and/or Cash Management Bank) Holders hereby irrevocably appoints and authorizes the Administrative Notes Agent to act as the collateral agent of (and and, in such capacity, to hold any security interest created by the Collateral Security Documents for and on behalf of or in trust for) such Lender Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Company or any Guarantor to secure any of the Note Obligations, and to take all other actions, exercise all powers and perform such duties as are delegated to the Notes Agent under the Security Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” The Notes Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Notes Agent pursuant to Section 9.05 10.7 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents), or for exercising any rights and remedies thereunder at the direction of the Administrative Agentwith respect thereto), shall be entitled to the benefits of all provisions of this Article IX X (including Section 9.0710.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent”Notes Agent” under the Loan Transaction Documents) as if set forth in full herein with respect thereto). Without limiting the generality of the foregoing, the Lenders Holders hereby expressly authorize the Administrative Notes Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties Notes Agent and the Holders with respect thereto (including the Intercreditor AgreementsAgreement), as contemplated by and in accordance with the provisions of this Agreement and the Collateral Security Documents and acknowledge and agree that any such action by any the Notes Agent or its sub-agent(s) shall bind the LendersHolders. SECTION 9.02The provisions of this Article X (other than Sections 10.9, 10.10, and 10.11) are solely for the benefit of the Notes Agent and the Holders; neither the Company nor any Guarantor shall have rights as a third-party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement or any other Transaction Documents, no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Notes Agent.

Appointment and Authorization of the Administrative Agent. (a) Each Lender hereby irrevocably designates and appoints Bank of America to act on WFCF as its behalf as the Administrative Agent hereunder agent under this Agreement and under the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Document, each Bank Product Provider shall be deemed to designate, appoint, and authorize) the Administrative Agent to take such actions execute and deliver each of the other Loan Documents on its behalf and to take such other 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 the Administrative Agent by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX (other than Sections 9.09 and 9.11) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision. (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 Lender and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent agrees to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 14. Any provision to the contrary contained elsewhere in this Agreement or in trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the other Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionDocument notwithstanding, the Administrative AgentAgent shall not have any duties or responsibilities, as “collateral agent” (and any co-agentsexcept those expressly set forth herein or in the other Loan Documents, sub-agents and attorneys-in-fact appointed by nor shall the Administrative Agent pursuant have or be deemed to Section 9.05 for purposes of holding or enforcing have any Lien on the Collateral fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any portion thereof) granted under the Collateral Documents, other Loan Document or for exercising any rights and remedies thereunder at the direction of otherwise exist against the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, 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. Without limiting the generality of the foregoing, the Lenders use of the term “agent” in this Agreement or 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. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby expressly authorize further authorizes (and by entering into a Bank Product Document, each Bank Product Provider shall be deemed to authorize) the Administrative Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, the Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Administrative Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Administrative Agent, Lenders agree that the Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, and related matters, (b) execute or file any and all documents (including releases) financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written 105 agreements with respect to the Collateral and the rights Loan Documents, (c) make Loans, for itself or on behalf of the Secured Parties with respect thereto (including the Intercreditor Agreements)Lenders, as contemplated by provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as the Administrative Agent deems necessary and appropriate in accordance with the provisions Loan Documents for the foregoing purposes with respect to the Collateral, (e) perform, exercise, and enforce any and all other rights and remedies of this Agreement the Lender Group with respect to Borrowers or their Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such expenses as the Collateral Documents Administrative Agent may deem necessary or appropriate for the performance and acknowledge fulfillment of its functions and agree that any such action by any Agent shall bind powers pursuant to the Lenders. SECTION 9.02Loan Documents.

Appointment and Authorization of the Administrative Agent. (a) Each Lender hereby irrevocably designates and appoints Bank of America to act on WFCF as its behalf as the Administrative Agent hereunder agent under this Agreement and under the other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) the Administrative Agent to take such actions execute and deliver each of the other Loan Documents on its behalf and to take such other 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 the Administrative Agent by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX (other than Sections 9.09 and 9.11) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision. (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 Lender and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent agrees to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 14. Any provision to the contrary contained elsewhere in this Agreement or in trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the other Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionDocument notwithstanding, the Administrative AgentAgent shall not have any duties or responsibilities, as “collateral agent” (and any co-agentsexcept those expressly set forth herein or in the other Loan Documents, sub-agents and attorneys-in-fact appointed by nor shall the Administrative Agent pursuant have or be deemed to Section 9.05 for purposes of holding or enforcing have any Lien on the Collateral fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any portion thereof) granted under the Collateral Documents, other Loan Document or for exercising any rights and remedies thereunder at the direction of otherwise exist against the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, 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. Without limiting the generality of the foregoing, the Lenders use of the term “agent” in this Agreement or 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. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby expressly authorize further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) the Administrative Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, the Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Administrative Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Administrative Agent, Lenders agree that the Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, and related matters, (b) execute or file any and all documents (including releases) financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Collateral and the rights Loan Documents, (c) make Loans, for itself or on behalf of the Secured Parties with respect thereto (including the Intercreditor Agreements)Lenders, as contemplated by provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as the Administrative Agent deems necessary and appropriate in accordance with the provisions Loan Documents for the foregoing purposes with respect to the Collateral, (e) perform, exercise, and enforce any and all other rights and remedies of this Agreement the Lender Group with respect to Borrowers or their Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as the Collateral Documents Administrative Agent may deem necessary or appropriate for the performance and acknowledge fulfillment of its functions and agree that any such action by any Agent shall bind powers pursuant to the Lenders. SECTION 9.02Loan Documents.

Appointment and Authorization of the Administrative Agent. (a) Each Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers 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 provisions of this Article IX (other than Sections 9.09 and 9.11) are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision. (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 Lender and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints appoints, designates and authorizes the Administrative Agent to act as the administrative and collateral agent of (and to hold any security interest created by the Collateral Documents any Loan Document for and on behalf of or in on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, and hereby agrees that all actions in connection with the Administrative Agent, as “collateral agent” (Collateral and the enforcement or exercise of any co-agents, sub-agents and attorneys-in-fact appointed remedies in respect of the Obligations shall be taken solely by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral 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 IX (including Section 9.07, 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 theretoAgreement. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including the Intercreditor Agreements)thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Loan Documents and acknowledge and agree that any such action by any the Administrative Agent shall bind the Lenders. SECTION 9.02Notwithstanding 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 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.