Common use of Appointment and Authorization of Agents Clause in Contracts

Appointment and Authorization of Agents. Each Bank hereby appoints Xxxxxx Trust and Savings Bank as the Administrative Agent under the Loan Documents and hereby appoints the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby authorizes each Agent to take such action as such Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Whenever in this Agreement there is a specific reference to the granting of a security interest to the Administrative Agent, it shall be understood that such interest shall be granted for the benefit of the Banks. In connection with the execution of a notarial deed (the "Dutch Pledge") effecting a right of pledge on approximately 65% of the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledge, the parties hereto agree that the Administrative Agent shall be the joint and several creditor (in such capacity, the "Parallel Creditor") (together with each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangement) of each and every Obligation and Hedging Liability, if any, payable by the Company or any of its Subsidiaries to such Bank or Affiliate of a Bank under any Loan Documents, so that accordingly the Parallel Creditor will have its own independent right to demand performance by the Company or such of its Subsidiaries of such Obligation or Hedging Liability, as the case may be, and such Obligation or Hedging Liability, as the case may be, will be discharged by and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank in connection with the Dutch Pledge as set out above shall be irrevocable.

Appointment and Authorization of Agents. (a) Each Bank hereby Lender irrevocably appoints Xxxxxx Trust and Savings Bank as authorizes the Administrative Agent under the Loan Documents and hereby appoints the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby authorizes each Agent to take such action as such Agent agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Whenever in Only the Agents (and not one or more of the Lenders) shall have the authority to deal directly with the Borrower under this Agreement there is a specific reference and each Lender acknowledges that all notices, demands or requests from such Lender to the granting of a security interest Borrower must be forwarded to the Administrative applicable Agent for delivery to the Borrower. Each Lender acknowledges that the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Lenders absent written instructions from an Agent in accordance with its rights and authority hereunder. As to any matters not expressly provided for by this Agreement, the Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided that Agents shall not be required to take any action which exposes the Agents to liability or which is contrary to this Agreement or the Loan Documents or applicable Law. Neither Agent shall have any liability for any failure or delay in taking or exercising any discretionary action, right or remedy for which no instructions have been received from the Required Lenders (or, the in case of the Collateral Agent, it the Administrative Agent on their behalf), and each such Agent shall be understood that entitled to refrain from such interest shall be granted act or taking such action unless and until such instructions have been received. The Borrower agrees to compensate the Agents for their fees as set forth herein and in the benefit Agent Fee Letters pursuant to the Priority of the BanksPayments. In connection with any act or action (including, without limitation, any consent or determination required pursuant to Section 2.13 hereof and the execution giving of or refusing to give any other approval or consent or the taking or refusing to or failing to take any other action) that the Administrative Agent is authorized to take in connection with this Agreement or any Loan Documents (each, a notarial deed “covered action”), the Administrative Agent may (and it shall be deemed reasonable for the "Dutch Pledge"Administrative Agent to) effecting request instructions from the Required Lenders (or Lenders holding a right of pledge on approximately 65% majority of the issued shares of GBC Nederland B.V. Total Outstandings and aggregate unused Commitments at such time) with respect to such covered action (and it shall be deemed reasonable for the purpose Administrative Agent to take (or refrain from taking) any covered action so instructed by the Required Lenders or such other group of ensuring Lenders). If the Administrative Agent requests instructions from the Required Lenders (or Lenders holding a majority of the Total Outstandings and preserving the validity and continuity of aggregate unused Commitments at such right of pledgetime) with respect to any covered action (including failure to act) in connection with this Agreement or any Loan Document, the parties hereto agree that the Administrative Agent shall be entitled to refrain from taking such covered action unless and until the joint Administrative Agent shall have received instructions from the Required Lenders (or such other group of Lenders) with respect thereto; and several creditor (the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Notwithstanding any provision to the contrary contained elsewhere herein or in such capacityany other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral 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 or the Collateral Agent. Without limiting the generality of the foregoing sentence, the "Parallel Creditor"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) (together with each Bank (and relevant Affiliate obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a Bank party to one or more Hedging Arrangement) matter of each and every Obligation and Hedging Liability, if any, payable by the Company or any of its Subsidiaries to such Bank or Affiliate of a Bank under any Loan Documents, so that accordingly the Parallel Creditor will have its own independent right to demand performance by the Company or such of its Subsidiaries of such Obligation or Hedging Liability, as the case may bemarket custom, and such Obligation is intended to create or Hedging Liability, as the case may be, will be discharged by and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank in connection with the Dutch Pledge as set out above shall be irrevocablereflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Agents. Each Lender and Issuing Bank hereby ir- revocably appoints Xxxxxx Trust and Savings Bank Barclays to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and hereby appoints authorizes the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby authorizes each Agent to take such action as such Agent actions on its behalf and to exercise such powers under the Loan Documents as are delegated to such the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Whenever Each Lender and Issuing Bank hereby irrevocably appoints Barclays to act on its behalf as the Collateral Agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Issuing Bank shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and im- munities (a) provided to the Agents in this Agreement there is a specific reference Article with respect to any acts taken or omissions suffered by such Issu- ing Bank in connection with Letters of Credit issued by it or proposed to be issued by it as fully as if the granting term “Agent” as used in this Article and the definition of a security interest “Agent-Related Person” included each Issuing Bank with re- spect to the Administrative Agentsuch acts or omissions, it shall be understood that such interest shall be granted and (b) as additionally provided herein with respect to each Issuing Bank. The provisions of this Article are solely for the benefit of the Banks. In connection with Administrative Agent, Collateral Agent, Doc- umentation Agent, Syndication Agent, the execution of a notarial deed Arrangers and the Lenders (including the "Dutch Pledge") effecting a right of pledge on approximately 65% Swingline Lenders and each Issuing Bank), and none of the issued shares Parent Borrower, Holdings or any other Loan Party shall have rights as a third-party beneficiary of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity any of such right of pledge, the parties hereto agree provisions. It is understood and agreed that the Administrative Agent shall be use of the joint and several creditor term “agent” herein or in any other Loan Documents (in such capacity, the "Parallel Creditor") (together with each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangement) of each and every Obligation and Hedging Liability, if any, payable by the Company or any other similar term) with reference to any Agent or Arranger is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of its Subsidiaries to any applicable Governmental Requirement. Instead such Bank or Affiliate term is used as a matter of a Bank under any Loan Documents, so that accordingly the Parallel Creditor will have its own independent right to demand performance by the Company or such of its Subsidiaries of such Obligation or Hedging Liability, as the case may bemarket custom, and such Obligation is intended to create or Hedging Liability, as the case may be, will be discharged by and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank in connection with the Dutch Pledge as set out above shall be irrevocablereflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Agents. Each Bank hereby appoints Xxxxxx Trust and Savings Bank as the Administrative Agent under the Loan Documents and hereby appoints the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby authorizes each Agent to take such action as such Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to such Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Whenever in this Agreement there is a specific reference to the granting of a security interest to the Administrative Agent, it shall be understood that such interest shall be granted for the benefit of the Banks. In connection with the execution of a notarial deed (the "Dutch Pledge") effecting a right of pledge on approximately 65% of the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledge, the parties hereto agree that the Administrative Agent shall be the joint and several creditor (in such capacity, the "Parallel Creditor") (together with each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangement) of each and every Obligation and Hedging Liability, if any, payable by the Company or any of its Subsidiaries to such Bank or Affiliate of a Bank under any Loan Documents, so that accordingly the Parallel Creditor will have its own independent right to demand performance by the Company or such of its Subsidiaries of such Obligation or Hedging Liability, as the case may be, and such Obligation or Hedging Liability, as the case may be, will be discharged by and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf for the benefit of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf for the benefit of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf for the benefit of each such Bank or Affiliate of a Bank in connection with the Dutch Pledge as set out above shall be irrevocable.

Appointment and Authorization of Agents. Each Bank Lender hereby designates and appoints Xxxxxx Trust Wilmington as its administrative agent under this Agreement and Savings Bank as the Administrative Agent under the other Loan Documents and each Lender hereby appoints irrevocably authorizes Administrative Agent, in such capacity, to execute and deliver each of the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby authorizes each Agent to take such action as such Agent 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 under the Loan Documents and perform such duties as are expressly delegated to such Administrative Agent by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Whenever Each Lender hereby designates and appoints Xxxxx Fargo as its collateral agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Collateral Agent, in such capacity, to 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 Collateral Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Agent agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Agreement there is a specific reference to the granting Section 15. The provisions of a security interest to the Administrative Agent, it shall be understood that such interest shall be granted this Section 15 are solely for the benefit of the BanksAgents and the Lenders, and neither the Borrower nor any other party shall have rights as a third-party beneficiary of any of such provisions. In connection Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, no Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Agent. Without limiting the execution of a notarial deed (the "Dutch Pledge") effecting a right of pledge on approximately 65% generality of the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledgeforegoing, the parties hereto use of the term “agent” in this Agreement or 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 a representative relationship between independent contracting parties. Each Lender hereby further authorizes Collateral 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, Lenders agree that each 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 each 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 any Agent, Lenders agree that Administrative Agent shall be have the joint 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 several creditor (in such capacityrecords reflecting the status of the Obligations, the "Parallel Creditor"Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents to which it is a party, (together with each Bank (and relevant Affiliate c) make Term Loans, for itself or on behalf of a Bank party to one or more Hedging Arrangement) of each and every Obligation and Hedging LiabilityLenders, if any, payable by as provided in the Company or any of its Subsidiaries to such Bank or Affiliate of a Bank under any Loan Documents, so (d) receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower or its 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 Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that accordingly provides rights or powers to any Agent, Lenders agree that Collateral Agent shall have the Parallel Creditor will have its own independent right to demand 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, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents to which it is a party, (d) receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as such Collateral Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower or its 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 Collateral Agent may deem necessary or appropriate for the performance by the Company or such and fulfillment of its Subsidiaries of such Obligation or Hedging Liability, as the case may be, functions and such Obligation or Hedging Liability, as the case may be, will be discharged by and powers pursuant to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank in connection with the Dutch Pledge as set out above shall be irrevocableLoan Documents.

Appointment and Authorization of Agents. Each Bank of the Lenders and the Issuing Lenders hereby appoints Xxxxxx Trust and Savings Bank as the Administrative Agent under the Loan Documents and hereby irrevocably appoints the Administrative Agent and LaSalle Bank National Association as Issuing Agents its agent hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby under the other Loan Documents and authorizes each the Administrative Agent to take such action as such Agent actions on its behalf and to exercise such powers under the Loan Documents as are delegated to such the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Whenever The Person serving as the Administrative Agent hereunder shall have the same rights and powers in this Agreement there is its capacity as a specific reference to Lender as any other Lender and may exercise the granting of a security interest to same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall be understood that such interest shall be granted for not have any duties or obligations except those expressly set forth herein and in the benefit other Loan Documents. Without limiting the generality of the Banks. In connection with foregoing, (a) the execution Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a notarial deed Default has occurred and is continuing, (b) the "Dutch Pledge") effecting a right of pledge on approximately 65% of 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 or by the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledge, the parties hereto agree other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the joint circumstances provided in Section 10.02), and several creditor (c) except as expressly set forth herein and in such capacitythe other Loan Documents, the "Parallel Creditor") (together with each Bank (Administrative Agent shall not have any duty to disclose, and relevant Affiliate of a Bank party shall not be liable for the failure to one or more Hedging Arrangement) of each and every Obligation and Hedging Liabilitydisclose, if any, payable by any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such Bank other number or Affiliate percentage of a Bank the Lenders as shall be necessary under any Loan Documents, so that accordingly the Parallel Creditor will have circumstances provided in Section 10.02) or in the absence of its own independent right gross negligence or willful misconduct. The Administrative Agent shall be deemed not to demand performance have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or such of its Subsidiaries of such Obligation or Hedging Liability, as the case may bea Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for a Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such Obligation counsel, accountants or Hedging Liability, as experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub agents appointed by the case Administrative Agent. The Administrative Agent and any such sub agent may be, will be discharged by perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub agent and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% Related Parties of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect Administrative Agent and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all any such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlandssub agent, and all such rights as are granted shall apply to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank their respective activities in connection with the Dutch Pledge syndication of the credit facilities provided for herein as set out above well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent which shall be irrevocablea Lender with an office in New York, New York or an Affiliate of a Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything herein to the contrary, the Joint Bookrunners, the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Lenders.

Appointment and Authorization of Agents. Each Bank of the Lenders and the Issuing Lenders hereby appoints Xxxxxx Trust and Savings Bank as the Administrative Agent under the Loan Documents and hereby irrevocably appoints the Administrative Agent and LaSalle Bank National Association as Issuing Agents its agent hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby under the other Loan Documents and authorizes each the Administrative Agent to take such action as such Agent actions on its behalf and to exercise such powers under the Loan Documents as are delegated to such the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Whenever The Person serving as the Administrative Agent hereunder shall have the same rights and powers in this Agreement there is its capacity as a specific reference to Lender as any other Lender and may exercise the granting of a security interest to same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall be understood that such interest shall be granted for not have any duties or obligations except those expressly set forth herein and in the benefit other Loan Documents. Without limiting the generality of the Banks. In connection with foregoing, (a) the execution Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a notarial deed Default has occurred and is continuing, (b) the "Dutch Pledge") effecting a right of pledge on approximately 65% of 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 or by the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledge, the parties hereto agree other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the joint circumstances provided in Section 10.02), and several creditor (c) except as expressly set forth herein and in such capacitythe other Loan Documents, the "Parallel Creditor") (together with each Bank (Administrative Agent shall not have any duty to disclose, and relevant Affiliate of a Bank party shall not be liable for the failure to one or more Hedging Arrangement) of each and every Obligation and Hedging Liabilitydisclose, if any, payable by any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such Bank other number or Affiliate percentage of a Bank the Lenders as shall be necessary under any Loan Documents, so that accordingly the Parallel Creditor will have circumstances provided in Section 10.02) or in the absence of its own independent right gross negligence or willful misconduct. The Administrative Agent shall be deemed not to demand performance have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or such of its Subsidiaries of such Obligation or Hedging Liability, as the case may bea Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed (including by Electronic Signature) or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for a Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such Obligation counsel, accountants or Hedging Liability, as experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub agents appointed by the case Administrative Agent. The Administrative Agent and any such sub agent may be, will be discharged by perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub agent and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% Related Parties of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect Administrative Agent and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all any such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlandssub agent, and all such rights as are granted shall apply to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank their respective activities in connection with the Dutch Pledge syndication of the credit facilities provided for herein as set out above well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent which shall be irrevocablea Lender with an office in New York, New York or an Affiliate of a Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything herein to the contrary, the Joint Bookrunners, the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents named on the cover page of this Agreement and the Arrangers (as defined in the First Amendment) shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Lenders.

Appointment and Authorization of Agents. (a) Each Bank hereby Lender irrevocably appoints Xxxxxx Trust and Savings Bank as authorizes the Administrative Agent under Agents and the Loan Documents and hereby appoints the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby authorizes each Agent Blackstone Representative to take such action as such Agent agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Whenever in Only the Agents (and not one or more of the Lenders) and the Blackstone Representative shall have the authority to deal directly with the Borrower under this Agreement there is a specific reference and each Lender acknowledges that all notices, demands or requests from such Lender to the granting Borrower must be forwarded to the Blackstone Representative and the applicable Agent for delivery to the Borrower. Each Lender acknowledges that the Borrower has no obligation to act or refrain from acting on instructions or demands of a security interest one or more Lenders absent written instructions from an Agent in accordance with its rights and authority hereunder. As to any matters not expressly provided for by this Agreement, the Blackstone Representative and the Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (and, as applicable in the case of the Administrative Agent, it the Blackstone Representative), and such instructions shall be understood binding; provided that the Blackstone Representative and the Agents shall not be required to take any action which exposes the Blackstone Representative or the Agents to liability or which is contrary to this Agreement or the Loan Documents or applicable Law. Neither the Blackstone Representative nor any Agent shall have any liability for any failure or delay in taking or exercising any discretionary action, right or remedy for which no instructions have been received from the Required Lenders (or, the in case of the Collateral Agent, the Administrative Agent or the Blackstone Representative on their behalf), and each such interest Blackstone Representative and Agent shall be granted entitled to refrain from such act or taking such action unless and until such instructions have been received. The Borrower agrees to compensate the Blackstone Representative and the Agents for their fees as set forth herein and in the benefit Agent Fee Letter pursuant to the Priority of Payments. The Borrower agrees to compensate the BanksLenders for their fees as set forth herein and in the Upfront Fee Letter. In connection with the execution of a notarial deed (the "Dutch Pledge") effecting a right of pledge on approximately 65% of the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledgeany act, the parties hereto agree action or inaction that the Administrative Agent shall be or the joint and several creditor (in such capacity, the "Parallel Creditor") (together with each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangement) of each and every Obligation and Hedging Liability, if any, payable by the Company or any of its Subsidiaries to such Bank or Affiliate of a Bank under any Loan Documents, so that accordingly the Parallel Creditor will have its own independent right to demand performance by the Company or such of its Subsidiaries of such Obligation or Hedging Liability, as the case may be, and such Obligation or Hedging Liability, as the case may be, will be discharged by and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be Blackstone Representative is authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank take in connection with this Agreement or any Loan Documents (each, a “covered action”), the Dutch Pledge as set out above Administrative Agent and the Blackstone Representative may (and it shall be irrevocable.deemed reasonable for the Administrative Agent or the Blackstone Representative to) request instructions from the Required Lenders (and, as applicable, the Blackstone Representative) with respect to such covered action (and it shall be deemed reasonable for the Administrative Agent or the Blackstone Representative to take (or refrain from taking) any covered action so instructed by the Required Lenders (and, as applicable, the

Appointment and Authorization of Agents. (a) Each Bank Lender hereby designates and appoints Xxxxxx Trust WFCF as its agent and Savings Bank each of WFCF and GECC as its co-collateral agents under this Agreement and the Administrative Agent under the other Loan Documents and each Lender hereby appoints the Administrative irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) Agent and LaSalle Bank National Association as Issuing Agents hereunder each Co-Collateral Agent to execute and hereby appoints deliver each Swing Line Bank of the other Loan Documents on *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to act as such hereunderthe omitted portions. Each Bank hereby authorizes each Agent its behalf and to take such other action as such Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under the Loan Documents and perform such duties as are expressly delegated to such Agent and each Co-Collateral Agent, as applicable, by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Whenever Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) and each Co-Collateral Agent agrees to act as a co-collateral agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement there is a specific reference to the granting of a security interest to the Administrative Agentor in any other Loan Document notwithstanding, it shall be understood that such interest shall be granted for the benefit of the Banks. In connection with the execution of a notarial deed (the "Dutch Pledge") effecting a right of pledge on approximately 65% of the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledge, the parties hereto agree that the Administrative neither Agent nor any Co-Collateral Agent shall be have any duties or responsibilities, except those expressly set forth herein or in the joint and several creditor (in such capacity, the "Parallel Creditor") (together with each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangement) of each and every Obligation and Hedging Liability, if any, payable by the Company or any of its Subsidiaries to such Bank or Affiliate of a Bank under any other Loan Documents, so that accordingly nor shall Agent nor any Co-Collateral Agent have or be deemed to have any 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 other Loan Document or otherwise exist against Agent or any Co-Collateral Agent, as the Parallel Creditor will have its own independent right case may be. Without limiting the generality of the foregoing, the use of the terms “agent” and “co-collateral agent” in this Agreement or the other Loan Documents with reference to demand performance by the Company Agent or such of its Subsidiaries of such Obligation or Hedging Liabilityany Co-Collateral Agent, as the case may be, is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such terms are used merely as a matter of market custom, and such Obligation are intended to create or Hedging Liabilityreflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) 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, 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 Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each Co-Collateral 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 Co-Collateral Agents expressly are 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 Agent or any Co-Collateral Agent, as the case may be, will be discharged by Lenders agree that 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, the Collections of the Loan Parties, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the extent of any discharge thereof either to the Parallel Creditor Loan Documents, (c) make Advances, for itself or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% distribute the Collections of the issued shares Loan Parties as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of GBC Nederland B.V. by executing the Dutch Pledge Loan Parties, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to that effect Borrower or its Subsidiaries, the Obligations, the Collateral, the Collections of the Loan Parties, or otherwise related to any of same as provided in the Loan Documents, and (iig) in all matters in connection with, incur and pay such Lender Group Expenses as Agent may deem necessary or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including appropriate for the avoidance performance and fulfillment of doubt all its functions and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted powers pursuant to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank in connection Loan Documents. *** Certain confidential information has been omitted and filed separately with the Dutch Pledge as set out above shall be irrevocableCommission. Confidential treatment has been requested with respect to the omitted portions.

Appointment and Authorization of Agents. Each Bank Lender hereby designates and appoints Xxxxxx Trust and Savings Bank as the Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and hereby appoints Collateral Agent as its collateral agent under this Agreement and the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunderother Loan Documents. Each Bank Lender hereby irrevocably authorizes each such Agent to take such action as such Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under the Loan Documents and perform such duties as are expressly delegated to such Agent it by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Whenever Each such Agent agrees to act as such on the express conditions contained in this Agreement there is a specific reference to the granting Article 17. The provisions of a security interest to the Administrative Agent, it shall be understood that such interest shall be granted this Article 17 are solely for the benefit of the Banks. In connection with Administrative Agent, the execution Collateral Agent and the Lenders, and Borrower shall not have rights as a third party beneficiary of a notarial deed (the "Dutch Pledge") effecting a right of pledge on approximately 65% any of the issued shares provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Agent; it being expressly understood and agreed that the use of GBC Nederland B.V. the word "Agent" is for convenience only, that each such Agent is merely the representative of the Lenders, and for has only the purpose contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, each such 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 which such Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). Without limiting the generality of ensuring the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or the Collateral Agent, Lenders agree that as long as this Agreement remains in effect each such Agent shall have the right to exercise the following powers and preserving to delegate the validity and continuity exercise of any such powers to any sub-agent of such right of pledge, the parties hereto agree that Agent as long as this Agreement remains in effect: (a) the Administrative Agent shall be have the joint right to maintain, in accordance with its customary business practices, ledgers and several creditor (in such capacityrecords reflecting the status of the Advances, the "Parallel Creditor"other Obligations, the Collections and related matters, and the Collateral Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (b) the Collateral Agent shall have the right to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (together c) the Administrative Agent shall have the right to make Advances for itself or on behalf of Lenders as provided in the Loan Documents; (d) the Administrative Agent shall have the right to exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) the Administrative Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lender Group with each Bank (and relevant Affiliate of a Bank party respect to one Borrower, the Advances, the other Obligations, the Collections, or more Hedging Arrangement) of each and every Obligation and Hedging Liability, if any, payable by the Company or otherwise related to any of its Subsidiaries to such Bank or Affiliate of a Bank under any same as provided in the Loan Documents, so that accordingly and the Parallel Creditor will Collateral Agent shall have its own independent the right to demand perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Advances, the other Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents; and (f) each such Agent shall have the right to incur and pay such Lender Group Expenses as such Agent may deem necessary or appropriate for the performance by the Company or such and fulfillment of its Subsidiaries of such Obligation or Hedging Liability, as the case may be, functions and such Obligation or Hedging Liability, as the case may be, will be discharged by and powers pursuant to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank in connection with the Dutch Pledge as set out above shall be irrevocableLoan Documents.

Appointment and Authorization of Agents. (a) Each Bank Lender hereby appoints Xxxxxx Trust irrevocably appoints, designates and Savings Bank as authorizes the Administrative Agent under the Loan Documents and hereby appoints the Administrative Agent and LaSalle Bank National Association as Issuing Agents hereunder and hereby appoints each Swing Line Bank to act as such hereunder. Each Bank hereby authorizes each Agent to take such action as such Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under the Loan Documents and perform such duties as are expressly delegated to such Agent them by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Whenever Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, (i) no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any 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 there is a specific reference to the granting of a security interest to the Administrative or any other Loan Document or otherwise exist against any Agent, it (ii) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise in writing by the Required Lenders or the Requisite Class Lenders (or such greater number of Lenders as may be expressly required hereby in any instance), (iii) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose or shall be understood that such interest shall be granted liable for the benefit of the Banks. In connection with the execution of a notarial deed (the "Dutch Pledge") effecting a right of pledge on approximately 65% of the issued shares of GBC Nederland B.V. and for the purpose of ensuring and preserving the validity and continuity of such right of pledgefailure to disclose, the parties hereto agree that the Administrative Agent shall be the joint and several creditor (in such capacity, the "Parallel Creditor") (together with each Bank (and relevant Affiliate of a Bank party any information relating to one or more Hedging Arrangement) of each and every Obligation and Hedging Liability, if any, payable by the Company any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as such Bank Agent or Affiliate any of a Bank under its Affiliates in any Loan Documents, so that accordingly capacity and (iv) no Agent shall be liable to any Secured Party for any action taken or not taken by it with the Parallel Creditor will have consent or at the request of the Required Lenders or the Requisite Class Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) or in the absence of its own independent right gross negligence or willful misconduct. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to demand performance by the Company 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 its Subsidiaries of such Obligation or Hedging Liability, as the case may bemarket custom, and such Obligation is intended to create or Hedging Liability, as the case may be, will be discharged by and to the extent of any discharge thereof either to the Parallel Creditor or to the relevant Bank or Affiliate of a Bank, as the case may be. The Parallel Creditor shall act on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) (i) in order to fully effectuate a right of pledge in favor of such Bank or Affiliate of a Bank on approximately 65% of the issued shares of GBC Nederland B.V. by executing the Dutch Pledge to that effect and (ii) in all matters in connection with, or in relation to, or concerning the Dutch Pledge and all transactions, matters and things contemplated thereby. The Parallel Creditor shall therefore be authorized to exercise on behalf of each Bank (and relevant Affiliate of a Bank party to one or more Hedging Arrangements) all such rights as are granted to each such Bank and Affiliate of a Bank under the laws of the Netherlands, and all such rights as are granted to them in the Dutch Pledge, including for the avoidance of doubt all and any rights of control or administration ("beheren") and rights of disposal ("beschikken"). The right granted to the Parallel Creditor to act on behalf of each such Bank or Affiliate of a Bank in connection with the Dutch Pledge as set out above shall be irrevocablereflect only an administrative relationship between independent contracting parties.