Common use of Borrowing Agent Clause in Contracts

Borrowing Agent. Each member of the Borrower Group hereby irrevocably and unconditionally appoints HMHP as borrowing agent (the “Borrowing Agent”) hereunder and under the other Loan Documents to act as agent for each other member of the Borrower Group for all purposes of the Loan Documents, including, as applicable, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) the proceeds of the Loans, (D) taking any other action or receiving any communication on behalf of the Borrower Group in connection with the Loan Documents, and (E) taking such other actions and having such other powers as are reasonably incidental thereto. The Borrowing Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documents, the Borrowing Agent shall act solely as an agent of the members of the Borrower Group. The Administrative Agent and each Lender 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 (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the Borrowing Agent, and shall not incur any liability for relying thereon. Any oral or written statement, certificate, representation or commitment made, given or delivered by the Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit of the Borrowers, the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary of any of such provisions.

Borrowing Agent. Each member of the Borrower Group hereby irrevocably and unconditionally appoints HMHP as borrowing agent (the “Borrowing Agent”) hereunder and under the other Loan Documents to act as agent for each other member of the Borrower Group for all purposes of the Loan Documents, including, as applicable, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof)) and Letters of Credit, (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) the proceeds of the Loans, (D) taking any other action or receiving any communication on behalf of the Borrower Group in connection with the Loan Documents, and (E) taking such other actions and having such other powers as are reasonably incidental thereto. The Borrowing Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documents, the Borrowing Agent shall act solely as an agent of the members of the Borrower Group. The Administrative Agent and each Lender 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 (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the Borrowing Agent, and shall not incur any liability for relying thereon. Any oral or written statement, certificate, representation or commitment made, given or delivered by the Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit of the Borrowers, the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary of any of such provisions.

Borrowing Agent. Each member of the Borrower Group (a) The Companies hereby irrevocably designate Borrowing Agent to be its attorney and unconditionally appoints HMHP as borrowing agent (the “Borrowing Agent”) hereunder and under the other Loan Documents in such capacity to act as agent for each other member of the Borrower Group for borrow, sign and endorse notes, and execute and deliver all purposes of the Loan Documentsinstruments, includingdocuments, as applicablewritings and further assurances now or hereafter required hereunder, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) the proceeds of the Loans, (D) taking any other action or receiving any communication on behalf of the Borrower Group Companies, and hereby authorizes Lender to pay over or credit all loan proceeds hereunder in connection accordance with the Loan Documents, and request of Borrowing Agent. (Eb) taking such other actions and having such other powers The handling of this credit facility as are reasonably incidental thereto. The Borrowing Agent agrees to act upon a co-borrowing facility with a borrowing agent in the express conditions contained manner set forth in this Financing Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documents, the Borrowing Agent shall act is solely as an agent of accommodation to the members of the Borrower GroupCompanies and at their request. The Administrative Agent and each Lender shall be entitled to rely upon, and shall not incur liability to the Companies as a result thereof except due to willful misconduct or gross (not mere) negligence by the Lender. To induce Lender to do so and in consideration thereof, the Companies hereby indemnify Lender and holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Companies as provided in this Section 14.1, reliance by Lender on any request or instruction from Borrowing Agent or any other action taken by Lender with respect to this Section 14 except due to willful misconduct or gross (not mere) negligence by the indemnified party. (c) All Obligations shall be joint and several, and the Companies shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability for relying uponon the part of the Companies shall in no way be affected by any extensions, renewals and forbearance granted to Lender to the Companies, failure of Lender to give the Companies notice of borrowing or any other notice, any noticefailure of Lender to pursue or preserve its rights against the Companies, requestthe release by Lender or any Lender of any Collateral now or thereafter acquired from the Companies, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated such agreement by the Borrowing AgentCompanies to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Lender to the Companies or any Collateral for the Companies’ Obligations or the lack thereof. The Administrative Agent Companies waive all suretyship defenses with respect to its relationship to its Subsidiaries. 14.2. Each Company expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which any Companies may now or hereafter have against the other, directly or contingently liable for the Obligations hereunder, or against or with respect to any Company’s property (including, without limitation, any property which is Collateral for the Obligations), as the case may be, arising from the existence or performance of this Financing Agreement, until termination of this Financing Agreement and repayment in full of the Obligations. 14.3. (Reserved) 14.4. This Financing Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each Lender also may rely upon any statement made to them orally or by telephone of which, when executed and believed by them to have been made by the Borrowing Agentdelivered, and shall not incur any liability for relying thereon. Any oral or written statement, certificate, representation or commitment made, given or delivered by the Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf ofbe an original, and all of which, when taken together, shall bind constitute but one and the members same Financing Agreement. Delivery of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions an executed counterpart of this Section 9.19 are solely for Financing Agreement by telefacsimile or by electronic transmission in “pdf” or other imaging format shall be equally as effective as delivery of an original executed counterpart of this Financing Agreement. Any party delivering an executed counterpart of this Financing Agreement by telefacsimile or electronic transmission also shall deliver an original executed counterpart of this Financing Agreement but the benefit failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of the Borrowers, the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary of any of such provisionsthis Financing Agreement.

Borrowing Agent. Each member To facilitate Borrowings by WFS Europe and WFS Singapore, each of which is an entity organized outside of the Borrower Group hereby irrevocably United States, each of WFS Europe and unconditionally WFS Singapore appoints HMHP WFS as borrowing agent (the “its Borrowing Agent”) hereunder . As the context may require, references to the Borrowing Agent in giving and under the receiving certain notices, requests and other Loan Documents documents in connection herewith shall be deemed to act refer to WFS so acting on its own behalf as agent for each other member a Borrower. Each of the Borrower Group for all purposes of WFS Europe and WFS Singapore hereby directs the Loan DocumentsAdministrative Agent, includingthe Swing Line Lender and the L/C-BA Issuer, as applicable, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) disburse the proceeds of each Loan, and to issue Letters of Credit and Bankers’ Acceptances, to or at the Loansdirection of the Borrowing Agent, and such distribution will, in all circumstances, be deemed to be made to each such Borrower. Each of WFS Europe and WFS Singapore hereby irrevocably designates, appoints, authorizes and directs the Borrowing Agent (Dincluding each Responsible Officer of the Borrowing Agent) taking any other action or receiving any communication to act on behalf of such Borrower for the Borrower Group purposes set forth in connection with the Loan Documentsthis Section 2.18, and (E) to act on behalf of such Borrower for purposes of any Request for Credit Extension of such Borrower and the giving and receiving all notices and certifications under this Agreement or any other Loan Document and otherwise for taking such all other actions and having such other powers as are reasonably incidental thereto. The action contemplated to be taken by the Borrowing Agent agrees to act upon (including each Responsible Officer of the express conditions contained in this Agreement Borrowing Agent) hereunder or under any other Loan Document. Each of the Administrative Agent, the Swing Line Lender and the other Loan DocumentsL/C-BA Issuer, as applicable. No fees shall be payable , is entitled to rely and act on the Borrowing Agent for acting as instructions of the Borrowing Agent, by and through any Responsible Officer of the Borrowing Agent, on behalf of each of WFS Europe and WFS Singapore. In performing its functions and duties under Notwithstanding any provision of this Agreement and Section 2.18 to the other Loan Documentscontrary, the Borrowing Agent shall act solely as an agent not have the authority to request on behalf of any of WFS Europe and WFS Singapore the issuance of Letters of Credit or Bankers’ Acceptances, unless such Borrower for whose benefit such Letter of Credit or Bankers’ Acceptance is requested has joined in the execution of the members Letter of the Borrower Group. The Administrative Agent and each Lender shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document Credit Application or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the Borrowing Agent, and shall not incur any liability for relying thereon. Any oral or written statement, certificate, representation or commitment made, given or delivered by the Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severallyBankers’ Acceptance Request, as fully as if any member applicable, relating thereto. This Section 2.18 shall survive the resignation of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit of the Borrowers, the Administrative Agent and Lendersor of the L/C-BA Issuer, and no other Person shall have any rights as a third party beneficiary the replacement of any Lender, the termination of such provisionsthe Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Borrowing Agent. Each member of the Borrower Group Borrowers hereby irrevocably and unconditionally appoints HMHP as borrowing agent directs the Lender to disburse the proceeds of each Loan, to or at the direction of Mentor (the “Borrowing Agent”) hereunder and under the other Loan Documents to act as agent for each other member of the Borrower Group for all purposes of the Loan Documents, including, as applicable, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificatesand such distribution will, (C) receiving and allocating (in all circumstances, be deemed to be made to the extent permitted in the Loan Documents) the proceeds of the Loans, (D) taking any other action or receiving any communication on behalf of the Borrower Group in connection with the Loan Documents, and (E) taking such other actions and having such other powers as are reasonably incidental theretoapplicable Borrower(s). The Borrowing Agent agrees From time to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documentstime, the Borrowing Agent shall act solely as an agent further distribute the proceeds of the members Loans to the particular Borrower or Borrowers, and each Borrower represents and warrants that the subsequent receipt and use of such proceeds and benefits by any particular Borrower inures to the economic benefit directly and indirectly of the other Borrowers. Each Borrower Grouphereby irrevocably designates, appoints, authorizes and directs the Borrowing Agent (including each of the Borrowing Agent’s officers) to act on behalf of such Borrower for the purposes set forth in this Section 2.11, and to act on behalf of such Borrower for purposes of giving notice to the Lender of requests for Loans, conversions and for otherwise giving and receiving notices and certifications under this Agreement or any other Loan Document and otherwise for taking all other action contemplated to be taken by the Borrowing Agent (including each of the Borrowing Agent’s officers) hereunder or under any other Loan Document. The Administrative Agent and each Lender shall be is entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by act on the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by instructions of the Borrowing Agent, by and shall not incur through any liability for relying thereon. Any oral or written statementofficer, certificate, representation or commitment made, given or delivered by the Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit each of the Borrowers. Each Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Lender from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, attorneys’ fees), which may be incurred by, imposed or asserted against the Lender, howsoever arising or incurred because of, out of or in connection with the disbursements of any Loan in accordance with this Section 2.11; provided, however, the Administrative liability of the Borrowers pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense caused by or arising out of the gross negligence or willful misconduct of the Lender. The Borrowing Agent shall maintain detailed accounting and Lenders, records of all disbursements and no other Person shall have payments made to each Borrower with respect to proceeds of Loans received by it. Not in any rights as a third party beneficiary way in limitation of any of other provisions set forth herein, such provisionsbooks and records may be reviewed and copied by the Lender at the Borrowing Agent’s expense at reasonable intervals and upon reasonable notice given by the Lender to the Borrowing Agent.

Borrowing Agent. Each member of the Borrower Group Borrowers hereby irrevocably and unconditionally appoints HMHP as borrowing agent directs the Lender to disburse the proceeds of each Loan, to or at the direction of Mentor (the “Borrowing Agent”) hereunder and under the other Loan Documents to act as agent for each other member of the Borrower Group for all purposes of the Loan Documents, including, as applicable, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificatesand such distribution will, (C) receiving and allocating (in all circumstances, be deemed to be made to the extent permitted in the Loan Documents) the proceeds of the Loansapplicable Borrower(s), (D) taking any other action or receiving any communication on behalf of the Borrower Group in connection with the Loan Documents, and (E) taking such other actions and having such other powers as are reasonably incidental thereto. The Borrowing Agent agrees From time to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documentstime, the Borrowing Agent shall act solely as an agent further distribute the proceeds of the members Loans to the particular Borrower or Borrowers, and each Borrower represents and warrants that the subsequent receipt and use of such proceeds and benefits by any particular Borrower inures to the economic benefit directly and indirectly of the other Borrowers. Each Borrower Grouphereby irrevocably designates, appoints, authorizes and directs the Borrowing Agent (including each of the Borrowing Agent’s officers) to act on behalf of such Borrower for the purposes set forth in this Section 2.11, and to act on behalf of such Borrower for purposes of giving notice to the Lender of requests for Loans, conversions and for otherwise giving and receiving notices and certifications under this Agreement or any other Loan Document and otherwise for taking all other action contemplated to be taken by the Borrowing Agent (including each of the Borrowing Agent’s officers) hereunder or under any other Loan Document. The Administrative Agent and each Lender shall be is entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by act on the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by instructions of the Borrowing Agent, by and shall not incur through any liability for relying thereon. Any oral or written statementofficer, certificate, representation or commitment made, given or delivered by the Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit each of the Borrowers. Each Borrower covenants and agrees to assume liability for and to protect, indemnify and hold harmless the Lender from any and all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses (including without limitation, attorneys’ fees), which may be incurred by, imposed or asserted against the Lender, howsoever arising or incurred because of, out of or in connection with the disbursements of any Loan in accordance with this Section 2.11; provided, however, the Administrative liability of the Borrowers pursuant to this indemnity shall not extend to any liability, obligation, damage, penalty, claim, cause of action, cost, charge or expense caused by or arising out of the gross negligence or willful misconduct of the Lender. The Borrowing Agent shall maintain detailed accounting and Lenders, records of all disbursements and no other Person shall have payments made to each Borrower with respect to proceeds of Loans received by it. Not in any rights as a third party beneficiary way in limitation of any of other provisions set forth herein, such provisionsbooks and records may be reviewed and copied by the Lender at the Borrowing Agent’s expense at reasonable intervals and upon reasonable notice given by the Lender to the Borrowing Agent.

Borrowing Agent. Each member To facilitate Borrowings by the Designated Borrowers, each of the Borrower Group hereby irrevocably Designated Borrowers appoints WFS as its Borrowing Agent with respect to the Revolving Credit Facilities and unconditionally appoints HMHP the Term Loan Facility. As the context may require, references to the Borrowing Agent in giving and receiving certain notices, requests and other documents in connection herewith shall be deemed to refer to WFS so acting on its own behalf as borrowing agent (the “Borrowing Agent”) hereunder and under the other Loan Documents to act as agent for each other member a Borrower. Each of the Borrower Group for all purposes of Designated Borrowers hereby directs the Loan DocumentsAdministrative Agent, includingthe Swing Line Lender and the L/C-BA Issuers, as applicable, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) disburse the proceeds of the Loans, (D) taking any other action or receiving any communication on behalf of the Borrower Group in connection with the Loan Documentseach Loan, and (E) taking such other actions to issue Letters of Credit and having such other powers as are reasonably incidental thereto. The Borrowing Agent agrees Bankers’ Acceptances, to act upon or at the express conditions contained in this Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documents, the Borrowing Agent shall act solely as an agent direction of the members of the Borrower Group. The Administrative Agent and each Lender 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 (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the Borrowing Agent, and such distribution will, in all circumstances, be deemed to be made to each such Borrower. Each of the Designated Borrowers hereby irrevocably designates, appoints, authorizes and directs the Borrowing Agent (including each Responsible Officer of the Borrowing Agent) to act on behalf of such Borrower with respect to the Revolving Credit Facilities for the purposes set forth in this Section 2.18, and to act on behalf of such Borrower for purposes of (i) any Request for Credit Extension of such Borrower, (ii) the giving and receiving of all notices, (iii) the execution and delivery of all documents, instruments and certifications under this Agreement or any other Loan Document and all modifications hereto and thereto, (iv) the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder (which it shall not incur any liability receive in its capacity as Borrowing Agent) and (v) otherwise for relying thereon. Any oral or written statement, certificate, representation or commitment made, given or delivered taking all other action contemplated to be taken by the Borrowing Agent (including each Responsible Officer of the Borrowing Agent) hereunder or under any other Loan Document. Each of the Administrative Agent, the Swing Line Lender and each L/C-BA Issuer, as applicable, is entitled to rely and act on the instructions of the Borrowing Agent, by and through any Responsible Officer of the Borrowing Agent, on behalf of each of the Designated Borrowers. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by WFS, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to WFS in accordance with the terms of this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if to each Designated Borrower. Notwithstanding any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions provision of this Section 9.19 are solely for 2.18 to the benefit contrary, the Borrowing Agent shall not have the authority to request on behalf of any of the BorrowersDesignated Borrowers the issuance of Letters of Credit or Bankers’ Acceptances, unless such Borrower for whose benefit such Letter of Credit or Bankers’ Acceptance is requested has joined in the execution of the Letter of Credit Application or Bankers’ Acceptance Request, as applicable, relating thereto. This Section 2.18 shall survive the resignation of the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary or of any L/C-BA Issuer, the replacement of such provisionsany Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Borrowing Agent. Each member of the Borrower Group (a) The Company hereby irrevocably designates Borrowing Agent to be its attorney and unconditionally appoints HMHP as borrowing agent (the “Borrowing Agent”) hereunder and under the other Loan Documents in such capacity to act as agent for each other member of the Borrower Group for borrow, sign and endorse notes, and execute and deliver all purposes of the Loan Documentsinstruments, includingdocuments, as applicablewritings and further assurances now or hereafter required hereunder, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) the proceeds of the Loans, (D) taking any other action or receiving any communication on behalf of the Borrower Group Company, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in connection accordance with the Loan Documents, and request of Borrowing Agent. (Eb) taking such other actions and having such other powers The handling of this credit facility as are reasonably incidental thereto. The Borrowing Agent agrees to act upon a co-borrowing facility with a borrowing agent in the express conditions contained manner set forth in this Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documents, the Borrowing Agent shall act is solely as an agent of accommodation to the members of Company and at its request. Neither Agent nor any Lender shall incur liability to the Borrower GroupCompany as a result thereof except due to willful misconduct or gross (not mere) negligence by the Agent or Lender. The Administrative To induce Agent and Lenders to do so and in consideration thereof, the Company hereby indemnifies Agent and each Lender 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 (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative holds Agent and each Lender also may rely harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Company as provided in this Section 15.1, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to this Section 15 except due to willful misconduct or gross (not mere) negligence by the indemnified party. (c) All Obligations shall be joint and several, and the Company shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Company shall in no way be affected by any extensions, renewals and forbearance granted to Agent or any Lender to the Company, failure of Agent or any Lender to give the Company notice of borrowing or any other notice, any failure of Agent or any Lender to pursue or preserve its rights against the Company, the release by Agent or any Lender of any Collateral now or thereafter acquired from the Company, and such agreement by the Company to pay upon any statement made notice issued pursuant thereto is unconditional and unaffected by prior recourse by Agent or any Lender to them orally the Company or by telephone any Collateral for the Company's Obligations or the lack thereof. The Company waives all suretyship defenses with respect to its relationship to ▇▇▇▇▇▇▇▇ Acquisition. 15.2. ▇▇▇▇▇▇▇ Chaus, Inc. ("Chaus") and believed by them S.L. ▇▇▇▇▇▇▇▇ Acquisition, LLC ("▇▇▇▇▇▇▇▇ Acquisition") expressly waive any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution of any other claim which either Chaus or ▇▇▇▇▇▇▇▇ Acquisition, as the case may be, may now or hereafter have against either ▇▇▇▇▇▇▇▇ Acquisition or Chaus, as the case may be, directly or contingently liable for the Obligations hereunder, or against or with respect to have been made by either ▇▇▇▇▇▇▇▇ Acquisition or Chaus' property (including, without limitation, any property which is Collateral for the Borrowing AgentObligations), and shall not incur any liability for relying thereon. Any oral as the case may be, arising from the existence or written statementperformance of this Agreement, certificate, representation or commitment made, given or delivered by the Borrowing Agent under until termination of this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members repayment in full of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit of the Borrowers, the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary of any of such provisionsObligations."

Borrowing Agent. Each member of the Borrower Group hereby irrevocably and unconditionally appoints HMHP Metals as borrowing agent (the “Borrowing Agent”) hereunder ” and under grants Metals a power of attorney coupled with interest which is irrevocable without the other Loan Documents to act as agent for each other member prior written consent of the Borrower Group for all purposes Lender. Because the operations and business activities of the Loan DocumentsBorrowers are highly integrated and interdependent, including, as applicable, (A) requesting Loans (including pursuant at any particular time it is impractical to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) determine which of Borrowers will directly receive the proceeds of a Loan. Each of the Borrowers hereby directs Lender to disburse the proceeds of each Loan to or at the direction of the Borrowing Agent, with such directions to be subject to approval of Lender in its discretion, and such distribution will, in all circumstances, be deemed to be made to each of the Borrowers. From time to time, Borrowing Agent shall further distribute the proceeds of Loans to a particular Borrower or Borrowers, jointly and severally, and each Borrower represents and warrants that the subsequent receipt and use of such proceeds by any particular Borrower inures to the economic benefit directly and indirectly of all other Borrowers. For so long as the Obligations remain outstanding and any commitment to make Revolving Loans is in effect, each Borrower hereby covenants and agrees, and hereby grants to the Borrowing Agent an absolute and irrevocable power of attorney coupled with interest, and irrevocably designates, appoints, authorizes and directs the Borrowing Agent to (a) certify Borrowing Base Certificates and financial statements and other reports of Borrowers, (b) request Loans and execute and deliver written requests for Loans, (Dc) taking make any other action deliveries required to be delivered periodically hereunder to ▇▇▇▇▇▇, (d) request waivers, amendments or receiving any communication on behalf of the Borrower Group in connection with other accommodations under the Loan Documents, and (Ee) taking such otherwise take all other actions otherwise contemplated by this Section, and having such other powers as are reasonably incidental thereto. The Borrowing Agent agrees to act upon the express conditions contained in on behalf of such Borrower for purposes of giving and receiving notices and certifications under this Agreement and the or any other Loan Documents, as applicableDocument. No fees shall be payable ▇▇▇▇▇▇ is entitled to rely and act on the Borrowing Agent for acting as instructions and certifications of the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan DocumentsAny notice, election, representation, warranty, agreement or undertaking by or on behalf of any Borrower by the Borrowing Agent shall act solely be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as an agent of the members of the if made directly by such Borrower Group. The Administrative Agent and each Lender 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 (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the Borrowing Agent, and shall not incur any liability for relying thereon. Any oral Lender may give any notice to or written statement, certificate, representation or commitment made, given or delivered by the communication with a Borrower to Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit of the Borrowers, the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary of any of such provisionsBorrower.

Borrowing Agent. Each member of the Borrower Group hereby irrevocably and unconditionally appoints HMHP SMCI as borrowing agent (the “Borrowing Agent”) hereunder ” and under grants Borrowing Agent a power of attorney coupled with interest which is irrevocable without the other Loan Documents to act as agent for each other member prior written consent of the Borrower Group for all purposes Lender. Because the operations and business activities of the Loan DocumentsBorrowers are highly integrated and interdependent, including, as applicable, (A) requesting Loans (including pursuant at any particular time it is impractical to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to determine which of the extent permitted in the Loan Documents) Borrowers will directly receive the proceeds of a Loan. Each of the Borrowers hereby directs Lender to disburse the proceeds of each Loan to or at the direction of the Borrowing Agent, with such directions to be subject to approval of Lender in its discretion, and such distribution will, in all circumstances, be deemed to be made to each of the Borrowers. From time to time, Borrowing Agent shall further distribute the proceeds of Loans to a particular Borrower or Borrowers, jointly and severally, and each Borrower represents and warrants that the subsequent receipt and use of such proceeds by any particular Borrower inures to the economic benefit directly and indirectly of all other Borrowers. For so long as the Obligations remain outstanding and any commitment to make Revolving Loans is in effect, each Borrower hereby covenants and agrees, and hereby grants to the Borrowing Agent an absolute and irrevocable power of attorney coupled with interest, and irrevocably designates, appoints, authorizes and directs the Borrowing Agent to (a) certify Borrowing Base Certificates and financial statements and other reports of the Borrowers, (b) request Loans and execute and deliver written requests for Loans, (Dc) taking make any other action deliveries required to be delivered periodically hereunder to L▇▇▇▇▇, (d) request waivers, amendments or receiving any communication on behalf of the Borrower Group in connection with other accommodations under the Loan Documents, and (Ee) taking such otherwise take all other actions otherwise contemplated by this Section, and having such other powers as are reasonably incidental thereto. The Borrowing Agent agrees to act upon the express conditions contained in on behalf of such Borrower for purposes of giving and receiving notices and certifications under this Agreement and the or any other Loan Documents, as applicableDocument. No fees shall be payable L▇▇▇▇▇ is entitled to rely and act on the Borrowing Agent for acting as instructions and certifications of the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan DocumentsAny notice, election, representation, warranty, agreement or undertaking by or on behalf of any Borrower by the Borrowing Agent shall act solely be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as an agent of the members of the if made directly by such Borrower Group. The Administrative Agent and each Lender 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 (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the Borrowing Agent, and shall not incur any liability for relying thereon. Any oral Lender may give any notice to or written statement, certificate, representation or commitment made, given or delivered by the communication with a Borrower to Borrowing Agent under this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions of this Section 9.19 are solely for the benefit of the Borrowers, the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary of any of such provisionsBorrower.

Borrowing Agent. Each member To facilitate Borrowings by the Designated Borrowers, each of the Borrower Group hereby irrevocably Designated Borrowers appoints WFS as its Borrowing Agent with respect to the Revolving Credit Facilities and unconditionally appoints HMHP the Domestic Term Loan Facility. As the context may require, references to the Borrowing Agent in giving and receiving certain notices, requests and other documents in connection herewith shall be deemed to refer to WFS so acting on its own behalf as borrowing agent (the “Borrowing Agent”) hereunder and under the other Loan Documents to act as agent for each other member a Borrower. Each of the Borrower Group for all purposes of Designated Borrowers hereby directs the Loan DocumentsAdministrative Agent, includingthe Swing Line Lender and the L/C-BA Issuers, as applicable, (A) requesting Loans (including pursuant to Section 2.02 or 2.24 hereof), (B) delivering certificates, (C) receiving and allocating (to the extent permitted in the Loan Documents) disburse the proceeds of the Loans, (D) taking any other action or receiving any communication on behalf of the Borrower Group in connection with the Loan Documentseach Loan, and (E) taking such other actions to issue Letters of Credit and having such other powers as are reasonably incidental thereto. The Borrowing Agent agrees Bankers’ Acceptances, to act upon or at the express conditions contained in this Agreement and the other Loan Documents, as applicable. No fees shall be payable to the Borrowing Agent for acting as the Borrowing Agent. In performing its functions and duties under this Agreement and the other Loan Documents, the Borrowing Agent shall act solely as an agent direction of the members of the Borrower Group. The Administrative Agent and each Lender 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 (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the Borrowing Agent. The Administrative Agent and each Lender also may rely upon any statement made to them orally or by telephone and believed by them to have been made by the Borrowing Agent, and such distribution will, in all circumstances, be deemed to be made to each such Borrower. Each of the Designated Borrowers hereby irrevocably designates, appoints, authorizes and directs the Borrowing Agent (including each Responsible Officer of the Borrowing Agent) to act on behalf of such Borrower with respect to the Revolving Credit Facilities for the purposes set forth in this Section 2.18, and to act on behalf of such Borrower for purposes of (i) any Request for Credit Extension of such Borrower, (ii) the giving and receiving of all notices, (iii) the execution and delivery of all documents, instruments and certifications under this Agreement or any other Loan Document and all modifications hereto and thereto, (iv) the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder (which it shall not incur any liability receive in its capacity as Borrowing Agent) and (v) otherwise for relying thereon. Any oral or written statement, certificate, representation or commitment made, given or delivered taking all other action contemplated to be taken by the Borrowing Agent (including each Responsible Officer of the Borrowing Agent) hereunder or under any other Loan Document. Each of the Administrative Agent, the Swing Line Lender and each L/C‑BA Issuer, as applicable, is entitled to rely and act on the instructions of the Borrowing Agent, by and through any Responsible Officer of the Borrowing Agent, on behalf of each of the Designated Borrowers. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by WFS, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to WFS in accordance with the terms of this Agreement or the other Loan Documents shall be deemed to have been approved by, made, given and delivered on behalf of, and shall bind the members of the Borrower Group, jointly and severally, as fully as if to each Designated Borrower. Notwithstanding any member of the Borrower Group had made, given or delivered such statement, certificate, representation or commitment. The provisions provision of this Section 9.19 are solely for 2.18 to the benefit contrary, the Borrowing Agent shall not have the authority to request on behalf of any of the BorrowersDesignated Borrowers the issuance of Letters of Credit or Bankers’ Acceptances, unless such Borrower for whose benefit such Letter of Credit or Bankers’ Acceptance is requested has joined in the execution of the Letter of Credit Application or Bankers’ Acceptance Request, as applicable, relating thereto. This Section 2.18 shall survive the resignation of the Administrative Agent and Lenders, and no other Person shall have any rights as a third party beneficiary or of any L/C-BA Issuer, the replacement of such provisionsany Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.