Common use of Appointment of Agents Clause in Contracts

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of DBSI is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of BANA, CS Securities and Royal Bank is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of BANA, CS Securities and Royal Bank to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each of the Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Each of the Syndication Agent and each Co-Documentation Agent shall be released from the restrictions of Section 181 German Civil Code (BGB – Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arranger, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arranger, the Bookrunners, the Syndication Agent and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays Credit Suisse AG, Cayman Islands Branch, to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Loan Exchange Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Additional Term Notes, the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. Each of KeyBank is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes KeyBank to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank is hereby appointed the Administrative Agent, the Revolving Administrative Agent and the Collateral Agent hereunder and under the other Loan DocumentsDocuments and each Lender hereby authorizes Barclays Bank to act as the Administrative Agent, and authorizes the Revolving Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. PNC Bank and Xxxxx Fargo Securities are hereby appointed the Co-Documentation Agents hereunder, and each Lender hereby authorizes PNC Bank and Xxxxx Fargo Securities to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. The Syndication Agent and each of the Co-Documentation Agents, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective 128 capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Bookrunners, the Syndication Agent nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Scotiabank is hereby irrevocably appoints Barclays to act on its behalf appointed as the Administrative Agent and Collateral Agent hereunder and under the Loan other Credit Documents and each Lender hereby authorizes Scotiabank to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Barclays, BNP Paribas, Fifth Third, Xxxxxxx Sachs and SMBC to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. BofA and Scotiabank are each hereby appointed as Arrangers hereunder, and each Lender hereby authorizes each of BofA and Scotiabank to act as Arrangers in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, and authorizes as applicable. The provisions of this Section 8 are solely for the Administrative Agent benefit of the Agents and the Collateral Agent to take such actions on its behalf and to exercise such powers Lenders and, except as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this ArticleSection 8.7, the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documents, and each an agent of the Lenders (including and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. None of BofA, Scotiabank, Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC in its their capacities as a Lender Counterparty an Arranger or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and applicable, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents8.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks CS is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan DocumentsDocuments and CS Securities, Barclays Capital, BOAS and authorizes DBS are hereby appointed the Administrative Agent Arrangers hereunder and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, and each Lender hereby authorizes CS, CS Securities, Barclays Capital, BOAS and DBS to act in such capacities as its agents in accordance with the terms hereof and thereof. Each Agent hereby agrees to act on the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 8 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third-party beneficiary of any of the Lenders (including in provisions thereof. In performing its capacities functions and duties hereunder, each Agent shall act solely as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Arrangers and Administrative Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of its Affiliates. No Arranger shall have any obligations under or related to the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, but shall be entitled to the benefits of all provisions this Section 8. Notwithstanding any other provision of this ARTICLE VIII Agreement or any provision of any other Loan Document, the Arrangers are named as such for recognition purposes only, and Section 9.03 (in their respective capacities as though such co-agentsshall have no duties, subagents responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and attorneys-in-fact were agreed that each Arranger shall be entitled to all indemnification and reimbursement rights and exculpations in favor of the “collateral agent” under Agents provided herein and in the other Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality limitation of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto no Arranger in its respective capacity as contemplated such shall, by and in accordance with the provisions reason of this Agreement and the or any other Loan DocumentsDocument, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each GECCEach of the Lenders CONA and SunTrust Bank is hereby appointed as SyndicationCo-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GECCCONA and SunTrust Bank to act on its behalf as the Administrative SyndicationCo-Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of RBC CapitalCS Securities and DBSIRoyal Bank is hereby appointed as Co-Documentation Agent hereunder, and each Lender hereby authorizes RBC CapitalCS Securities and DBSIRoyal Bank to act as the Co- DocumentationCo-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of the Syndication Agent and the Co-Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication AgentCo-Syndication Agents nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders GECC is hereby appointed as Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GECC to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of RBC Capital and DBSI is hereby appointed as Co-Documentation Agent hereunder, and each Lender hereby authorizes RBC Capital and DBSI to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of the Syndication Agent and the Co-Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of Barclays Capital is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Capital to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the Loan other Credit Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Credit Party shall have all the any rights and benefits as a third party beneficiary of any of the Administrative Agent set forth in provisions of this ArticleSection 9 (other than as expressly provided herein). The Collateral In performing its functions and duties hereunder, each Agent shall act solely as an agent of the “collateral agent” under the Loan DocumentsLenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its subsidiaries. The Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, each of the Lenders (including Arranger and the Syndication Agent are named as such for recognition purposes only, and in its their respective capacities as a Lender Counterparty such shall have no duties, responsibilities or potential Lender Counterparty) liabilities with respect to this Agreement or any other Credit Document; it being understood and agreed that each of the Issuing Banks hereby irrevocably appoints Arranger and authorizes the Collateral Syndication Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Credit Documents and all of the other benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing9. Without limiting the generality limitation of the foregoing, neither the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Arranger nor the Collateral and any rights of the Secured Parties with respect thereto as contemplated Syndication Agent shall, by and in accordance with the provisions reason of this Agreement and the or any other Loan DocumentsCredit Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person.

Appointment of Agents. Each of DBSI is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of BAS, CS Securities and RBC is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of BAS, CS Securities and RBC to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the 178 provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each of the Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Each of the Syndication Agent and each Co-Documentation Agent shall be released from the restrictions of Section 181 German Civil Code (BGB - Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each The Custodian may permit any Sub-Custodian at any time or times in its discretion to appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the Lenders provisions of this Section 3 as the Sub- Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian or any Sub-Custodian of its responsibilities or liabilities hereunder and each provided that any such agent shall have been approved by vote of the Issuing Banks hereby irrevocably appoints Barclays Trustees of the Fund. The Custodian may also permit any Sub-Custodian to act on its behalf as which foreign securities of the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent Fund have been delivered to take direct such actions on its behalf securities to be held by 17f-5 Sub-Custodians and to exercise such powers use the facilities of Foreign Depositories, as those terms are delegated to defined in the Administrative Agent and Collateral Agent by Foreign Sub- Custodian Agreement, in accordance with the terms of the Loan Documents, together with such actions Foreign Sub-Custodian Agreement. The agents which the Fund and powers as the Custodian have approved to date are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this ArticleSchedule B hereto. Schedule B shall be amended from time to time as agents are changed, added or deleted. The Collateral Agent Fund shall act as be responsible for informing the “collateral agent” under the Loan DocumentsCustodian, and each the Custodian shall be responsible for informing the appropriate Sub-Custodian, sufficiently in advance of a proposed investment which is to be held at a location not listed on Schedule B, in order that there shall be sufficient time for the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) Sub-Custodian to complete the appropriate contractual and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together technical arrangements with such powers and discretion as are reasonably incidental theretoagent. In this connection, Any Sub-Custodian Agreement shall provide that the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed engagement by the Administrative Agent pursuant to Section 8.05 for purposes Sub-Custodian of holding one or enforcing any Lien on more agents shall not relieve the Collateral (Sub-Custodian of its responsibilities or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsliabilities thereunder.

Appointment of Agents. Scotiabank is xxxxxx appointed as Administrative Agent xxxxxxxxx and under the other Credit Documents and each Lender hereby authorizes Scotiabank to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. BofA and Scotiabank are each hereby appointed as Arrangers hereunder, and each Lender hereby authorizes each of BofA and Scotiabank to act as Arrangers in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 8 are solely for the benefit of the Agents and the Lenders and, except as set forth in Section 8.7, the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Issuing Banks hereby irrevocably appoints Barclays to act on Borrower or any of its behalf as the Administrative Agent Subsidiaries. None of BofA, Scotiabank, Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth SMBC in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its their capacities as a Lender Counterparty an Arranger or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and applicable, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents8.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx is hereby appointed as Arranger hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs to act on its behalf as Arranger in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Sachs to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx and Deutsche Bank are hereby appointed as Bookrunners hereunder, and each Lender hereby authorizes Xxxxxxx Sachs and Deutsche Bank to act as Bookrunners in accordance with the terms hereof and the other Credit Documents. Deutsche Bank is hereby appointed Documentation Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Deutsche Bank to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Syndication Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Xxxxxxx Sachs to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Documentation Agent and Syndication Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of (i) Xxxxxxx Xxxxx, in its capacity as Arranger and discretion a Bookrunner, (ii) Deutsche Bank, in its capacity as are reasonably incidental thereto. In this connectiona Bookrunner and the Documentation Agent or (iii) Xxxxxxx Sachs, the Collateral in its capacity as Syndication Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsDocumentation Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsSyndication Agent, the Other Term LoansArranger, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (g) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx, UBS Securities, CS Securities and RBC Capital Markets are hereby appointed as Arranger hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act on its behalf as Arranger in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Sachs to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx, UBS Securities, CS Securities and RBC Capital Markets are hereby appointed as Bookrunner hereunder, and each Lender hereby authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act as Bookrunner in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx, UBS Securities, CS Securities and RBC Capital Markets are hereby appointed Syndication Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each Syndication Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of (i) Xxxxxxx Xxxxx, in its capacity as Arranger, Bookrunner and discretion as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, (ii) UBS Securities, in its capacity as “collateral agent” Arranger, Bookrunner and any co-agentsSyndication Agent, sub-agents (iii) CS Securities, in its capacity as Arranger, Bookrunner and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security DocumentsSyndication Agent, or for exercising any rights (iv) RBC Capital Markets, in its capacity as Arranger, Bookrunner and remedies thereunder at the direction of the Administrative Syndication Agent, shall have any obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsArranger, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (g) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent (and, if applicable, in the case of any UK Security Documents, as trustee of the Liens constituted thereby) of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsMiami Credit Agreement, the Other Term Loans, the Other Revolving Commitments, the Term Loan Exchange Notes, the Additional DebtTerm Notes, the Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness, the Refinancing Notes, Miami Term Loans, the Miami Revolving Commitments, the Miami Term Loan Exchange Notes, the Miami Additional Term Notes, the Miami Unrestricted Additional Term Notes, Miami Credit Agreement Refinancing Indebtedness and any Permitted the Miami Refinancing Notes. The Administrative Agent and the Collateral Agent shall at all times be the same Person that is the “administrative agent” and the “collateral agent” under the Miami Credit Agreement. Written notice of any resignation by the JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing. Without limiting Miami Credit Agreement shall also constitute notice of resignation as the generality Administrative Agent and the Collateral Agent under this Agreement; removal of JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing, the Agents are hereby expressly authorized Miami Credit Agreement shall also constitute removal under this Agreement; and appointment of an administrative agent and collateral agent pursuant to execute any and all documents (including releases) with respect to the Collateral and any rights Section 8.06 of the Secured Parties with respect thereto as contemplated by Miami Credit Agreement shall also constitute appointment of a successor Administrative Agent and in accordance with the provisions of Collateral Agent under this Agreement and the other Loan DocumentsAgreement.

Appointment of Agents. Each The Borrower and the Lenders acknowledge and agree that The Bank of Nova Scotia has acted and shall be credited as lead arranger and bookrunner of the Revolving Loans. The Borrower and the Lenders acknowledge and each agree that The Bank of the Issuing Banks Nova Scotia is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes appointed the Administrative Agent and the Collateral Agent to take such actions on its behalf LC Bank hereunder and to exercise such powers as are delegated to under the Administrative Agent and Collateral Agent by the terms of the other Revolving Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Borrower and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the Collateral Agent with respect to the Revolving Loan Obligations, and each Lender authorizes the Collateral Agent and the Administrative Agent to enter into and perform their respective obligations under the Collateral Trust Agreement. Each Lender hereby authorizes (a) the Administrative Agent to act as its agent and (b) the LC Bank to act as issuing bank, in each case in accordance with the terms hereof and the other Revolving Loan Documents. The Administrative Agent hereby agrees to act upon the express conditions contained herein and the other Revolving Loan Documents, as applicable. The provisions of such Lender this Article VIII are solely for the benefit of the Agents and such Issuing Bank for purposes the Lenders and no Obligor shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoprovisions thereof. In this connectionperforming its functions and duties hereunder, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant shall act solely as an agent of the Lenders and no Agent does or shall assume or be deemed to Section 8.05 have assumed any obligation towards or relationship of agency or trust with or for purposes of holding or enforcing any Lien on the Collateral (Borrower or any portion thereof) granted of its Subsidiaries. The Bank of Nova Scotia in its capacity as the lead arranger and bookrunner shall 105 not have any duties, liabilities or obligations under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, Revolving Loan Documents but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsArticle VIII.

Appointment of Agents. (a) Each Lender hereby appoints (i) each of BNP, Chinatrust, CACIB, CS, X.X. Xxxxxx, NATIXIS and Shinhan as a Mandated Lead Arranger hereunder; and (ii) ICBC as the Lenders Lead Arranger hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes each such Person to act on its behalf as a Mandated Lead Arranger or Lead Arranger in accordance with the Administrative terms hereof and the other Credit Documents. BNP Paribas Hong Kong Branch is hereby appointed the Facility Agent and Collateral the Security Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent BNP Paribas Hong Kong Branch to act as the agent of such Lender Facility Agent and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to secure any of act in its capacity as such upon the Obligations, together with such powers express conditions contained herein and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoingapplicable. Without limiting the generality of the foregoingother provisions in the Credit Documents, each Agent shall promptly notify the other Finance Parties if it receives notice from a Credit Party or a Lender referring to this Agreement describing a Default or it is aware of the non-payment of any principal, interest or other fee payable to a Finance Party under this Agreement. The provisions of Section 9 are solely for the benefit of the Agents are hereby expressly authorized and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to execute have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each Mandated Lead Arranger and Lead Arranger, without consent of or notice to any party hereto, may assign any and all documents (including releases) with respect of its rights or obligations hereunder to any of its Affiliates. None of BNP, Chinatrust, CACIB, CS, X.X. Xxxxxx, NATIXIS and Shinhan in its capacity as a Mandated Lead Arranger, nor ICBC in its capacity as the Lead Arranger, shall have any obligations arising under any Credit Document, but shall be entitled to all benefits of Section 9 and elsewhere in the Credit Documents to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsextent provided therein.

Appointment of Agents. Each (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Lenders Sub-Custodian's network to hold Securities and each cash of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf Fund and to exercise carry out such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial appointment of Sub-Custodians by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other Loan Documents.Sub-Custodians to hold property of the Fund, it will so notify the Trust and make the necessary determinations as to any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund's assets with a Sub-Custodian, the Custodian will determine that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund's assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (e) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the withdrawal or placement of the Securities and cash of the Fund with a Sub-Custodian and of any material changes in the Fund's arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (f) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (g) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's assets with a Sub-Custodian or Eligible Foreign Custodians who are members of a Sub-Custodian's network; (ii) the performance of the contract governing the Fund's arrangements with such Sub-Custodian or Eligible Foreign Custodian's members of a Sub-Custodian's network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures. 3.04

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays (a) Xxxxxx Xxxxxxx Senior Funding, Inc. to act on its behalf as the Term Loan Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and (b) JPMorgan Chase Bank, N.A. to act on its behalf as the Revolving Facility Administrative Agent hereunder and under the Loan Documents, and authorizes the each Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent Agents and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent Agents set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent Agents pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentAgents, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-co- agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Loan Exchange Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Additional Term Notes, the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. Each of the Lenders DBSI and GECC is hereby appointed as Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI and GECC to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. RBC Capital is hereby appointed as Documentation Agent hereunder, and each Lender hereby authorizes RBC Capital to act as Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of the Co-Syndication Agents and the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Co-Syndication Agents nor the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent (and, if applicable, in the case of any UK Security Documents, as trustee of the Liens constituted thereby) of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsSeattle Credit Agreement, the Other Term Loans, the Other Revolving Commitments, the Term Loan Exchange Notes, the Additional DebtTerm Notes, the Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness, the Refinancing Notes, Seattle Term Loans, the Seattle Revolving Commitments, the Seattle Term Loan Exchange Notes, the Seattle Additional Term Notes, the Seattle Unrestricted Additional Term Notes, Seattle Credit Agreement Refinancing Indebtedness and any Permitted the Seattle Refinancing Notes. The Administrative Agent and the Collateral Agent shall at all times be the same Person that is the “administrative agent” and the “collateral agent” under the Seattle Credit Agreement. Written notice of any resignation by the JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing. Without limiting Seattle Credit Agreement shall also constitute notice of resignation as the generality Administrative Agent and the Collateral Agent under this Agreement; removal of JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing, the Agents are hereby expressly authorized Seattle Credit Agreement shall also constitute removal under this Agreement; and appointment of an administrative agent and collateral agent pursuant to execute any and all documents (including releases) with respect to the Collateral and any rights Section 8.06 of the Secured Parties with respect thereto as contemplated by Seattle Credit Agreement shall also constitute appointment of a successor Administrative Agent and in accordance with the provisions of Collateral Agent under this Agreement and the other Loan DocumentsAgreement.

Appointment of Agents. Each of the Lenders Gxxxxxx Sxxxx and DBSI are hereby appointed Syndication Agents and Bookrunners hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Gxxxxxx Sachs and DBSI to act on its behalf as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. DBNY is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent DBNY to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. DBNY is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes DBNY to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agent and Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers neither Gxxxxxx Sxxxx nor DBSI, each in its capacity as a Syndication Agent and discretion a Bookrunner, nor DBNY, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsDocumentation Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays (a) Xxxxxx Xxxxxxx Senior Funding, Inc. to act on its behalf as the Tranche B Term Loan Administrative Agent hereunder and under the other Loan Documents and (b) JPMorgan Chase Bank, N.A. to act on its behalf as the Tranche A Term Loan Administrative Agent, the Revolving Facility Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the each Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent Agents and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent Agents set forth in this Article. 179 The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent Agents pursuant to Section ‎Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentAgents, shall be entitled to the benefits of all provisions of this ARTICLE ‎Article VIII and Section ‎Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Loan Exchange Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Additional Term Notes, the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. Each of the Lenders JPMSI and each of the Issuing Banks Citigroup are hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentsappointed Arrangers hereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and hereby authorizes each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Arrangers to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions terms of this Agreement and the other Loan Documents. JPMorgan Chase Bank is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Citicorp is hereby appointed Syndication Agent hereunder. Bank One is hereby appointed Documentation Agent hereunder. Each Lender hereby authorizes and confirms the appointment by Administrative Agent of JPMorgan Chase Bank as Collateral Agent under the Collateral Documents and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties under this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. JPMSI, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the date on which JPMSI notifies Borrower that it has concluded its primary syndication of the Loans and Commitments, all obligations of JPMSI and Citigroup, in their respective capacity as Arrangers hereunder, shall terminate. Citicorp, in its capacity as Syndication Agent, shall have no obligations hereunder. Bank One, in its capacity as Documentation Agent, shall have no obligations hereunder.

Appointment of Agents. Xxxxxx Xxxxxxx is hereby appointed as Syndication Agent, and each Lender and Issuing Bank hereby authorizes the Syndication Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. Barclays Bank, Crédit Agricole and JPMCB are hereby appointed as Co-Documentation Agents, and each Lender and Issuing Bank hereby authorizes the Co-Documentation Agents to act as its agents in accordance with the terms hereof and the other Credit Documents. Each of the Lenders and each the Issuing Bank and, by their acceptance of the Issuing Banks benefits hereof and the other Credit Documents, the other Secured Parties, hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and authorizes the Administrative Agent and the Collateral Agent Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent Agent, as applicable by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe provisions of this Section 9 are solely for the benefit of Administrative Agent, Collateral Agent, the Collateral Agent Lenders and the Issuing Banks, and neither Company nor any other Credit Party shall have all rights as a third party beneficiary of any of such provisions. It is understood and agreed that the rights and benefits use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and applicable, is not intended to connote any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding fiduciary or enforcing any Lien on the Collateral other implied (or express) obligations arising under agency doctrine of any portion thereof) granted under applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Syndication Agents and the Security DocumentsCo-Documentation Agents, without consent of or for exercising notice to any party hereto, may assign any and all of its rights and remedies thereunder at the direction or obligations hereunder to any of its Affiliates. As of the Administrative AgentClosing Date, Xxxxxx Xxxxxxx, in its capacity as Syndication Agent and each of Barclays Bank, Credit Agricole and JPMCB, in their capacities as Co-Documentation Agents, shall not have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders Lender (and each of Secured Affiliate and Cash Management Affiliate, by and through its affiliated Lender) and each Issuing Bank hereby designates The CIT Group/Business Credit, Inc. as Administrative Agent, and CIT Business Credit Canada Inc., as Canadian Administrative Agent, as herein specified and as specified in the other Financing Documents. Each Lender (and each Secured Affiliate and Cash Management Affiliate by and through its affiliated Lender) and each Issuing Banks Bank hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes each of the Administrative Agent and the Collateral Canadian Administrative Agent to take such actions action on its behalf under the provisions of this Agreement, the Notes, and the other Financing Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent and Collateral the Canadian Administrative Agent by the terms of the Loan Documents, together with hereof and thereof and such actions and other powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe CIT Group/Business Credit, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Inc. agrees to act as Administrative Agent hereunder, and CIT Business Credit Canada Inc. agrees to act as Canadian Administrative Agent, in each case on the agent express terms and conditions contained in this Article 9. Each of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Agents may perform any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-its duties hereunder by or through its agents, sub-agents and employees or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsfact, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits advice of counsel concerning all matters pertaining to such duties. The provisions of this ARTICLE VIII Article 9 are solely for the benefit of the Agents, and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsLenders, the Other Term LoansLender's Affiliates, the Other Revolving Commitments, Borrowers and the Additional Debt, and any Permitted Refinancing other Credit Parties shall have no rights as third party beneficiaries of any of the foregoingprovisions contained herein. Without limiting the generality of the foregoing, the Agents are hereby Except as expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and otherwise provided in accordance with the provisions of this Agreement and the other Loan Financing Documents, the Administrative Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which either of the Agents is entitled to take or assert under this Agreement and the other Financing Documents, including (a) the determination of the applicability of ineligibility criteria with respect to calculation of any portion of the US Borrowing Base or the Canadian Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.28, and (c) the exercise of remedies hereunder and under the other Financing Documents. Any action so taken or not taken shall be deemed to be consented to by the Lenders.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Fleet is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Fleet to act as its agent in accordance with the terms hereof and the other Credit Documents. Fleet hereby resigns as Administrative Agent and Collateral Agent under the Existing Credit Agreements and each Credit Party and each Lender hereby consents to and approves such resignation and the appointment of GECC as successor Administrative Agent (for purposes of this Section 9, the terms "Administrative Agent" and "Agent" shall also include GECC in its capacity as Collateral Agent pursuant to the Collateral Documents) hereunder and under the Loan other Credit Documents, and . Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoother Credit Documents. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and All parties hereto agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Section 9.5 of the Existing Revolving Credit Agreement and Section 8.5 of the Existing AXEL Credit Agreement, GECC shall hereupon succeed to and become vested with (and Fleet hereby assigns to the extent necessary) all the rights, powers, privileges and duties of Administrative Agent under each Collateral Document, Landlord Personal Property Collateral Access Agreement or otherwise and Fleet agrees to (i) transfer to GECC as successor Administrative Agent all sums, Capital Stock, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of GECC as successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to GECC as successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to GECC as successor Administrative Agent of the security interests created under the Collateral Documents, whereupon Fleet as the retiring Administrative Agent shall be discharged from its duties and obligations (in its capacity as Administrative Agent only) under the Existing Credit Agreements or any other Credit Document or hereunder. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and Fleet, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor Fleet, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. Each The Custodian may permit any Sub- Custodian at any time or times in its discretion to appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the Lenders provisions of this Section 3 as the Sub-Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian or any Sub-Custodian of its responsibilities or liabilities hereunder and each provided that any such agent shall have been approved by vote of the Issuing Banks hereby irrevocably appoints Barclays Trustees of the Fund. The Custodian may also permit any Sub-Custodian to act on its behalf as which foreign securities of the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent Fund have been delivered to take direct such actions on its behalf securities to be held by 17f-5 Sub-Custodians and to exercise such powers use the facilities of Foreign Depositories, as those terms are delegated to defined in the Administrative Agent and Collateral Agent by Foreign Sub-Custodian Agreement, in accordance with the terms of the Loan Documents, together with such actions Foreign Sub-Custodian Agreement. The agents which the Fund and powers as the Custodian have approved to date are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this ArticleSchedule B hereto. Schedule B shall be amended from time to time as agents are changed, added or deleted. The Collateral Agent Fund shall act as be responsible for informing the “collateral agent” under the Loan DocumentsCustodian, and each the Custodian shall be responsible for informing the appropriate Sub-Custodian, sufficiently in advance of a proposed investment which is to be held at a location not listed on Schedule B, in order that there shall be sufficient time for the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) Sub-Custodian to complete the appropriate contractual and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together technical arrangements with such powers and discretion as are reasonably incidental theretoagent. In this connection, Any Sub-Custodian Agreement shall provide that the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed engagement by the Administrative Agent pursuant to Section 8.05 for purposes Sub-Custodian of holding one or enforcing any Lien on more agents shall not relieve the Collateral (Sub-Custodian of its responsibilities or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsliabilities thereunder.

Appointment of Agents. Each of the Lenders MLPFS and CGMI are hereby appointed as a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMI to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed as the Administrative Agent and the Collateral Agent hereunder and NY\6180200.13 under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Royal Bank is hereby appointed as the Documentation Agent hereunder, and each Lender hereby authorizes Royal Bank to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each Syndication Agent and the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Barclays Bank is hereby irrevocably appoints Barclays to act on its behalf as the appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms of hereof and the Loan other Credit Documents. Xxxxxx Xxxxxxx Senior Funding, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, Inc. is hereby appointed the Collateral Syndication Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentshereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Xxxxxx Xxxxxxx Senior Funding, Inc. to act as the Syndication Agent in accordance with the terms hereof and the other Credit Documents. UBS Securities LLC is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes UBS Securities LLC to act as the Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions of this Section 9 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of such Lender the Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Parent Entity or any of acquiringits Subsidiaries. Each of the Syndication Agent and the Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, each of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionJoint Lead Arrangers, the Collateral Syndication Agent, the Documentation Agent and the Joint Bookrunners are named as “collateral agent” such for recognition purposes only, and any co-agentsin their respective capacities as such shall have no duties, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant responsibilities or liabilities with respect to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (this Agreement or any portion thereof) granted under the Security Documents, or for exercising any rights other Credit Document; it being understood and remedies thereunder at the direction agreed that each of the Administrative Joint Lead Arrangers, the Syndication Agent, the Documentation Agent and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Credit Documents and all of the other benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing9. Without limiting the generality limitation of the foregoing, neither the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Joint Lead Arrangers, the Collateral and any rights of Syndication Agent, the Secured Parties with respect thereto Documentation Agent nor the Joint Bookrunners in their respective capacities as contemplated such shall, by and in accordance with the provisions reason of this Agreement or any other Credit Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person. Each Lender hereby acknowledges that it has not relied, and the will not rely, on Syndication Agent, Documentation Agent or any Joint Lead Arranger in deciding to enter into this Agreement and each other Loan Documents.Credit Document to which it is a party or in taking or not taking action hereunder or thereunder

Appointment of Agents. Each of the Lenders and each of the Issuing Banks (a) CS is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, (b) each of CS Securities, MSSF, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Bank PLC and Xxxxx Fargo Securities, LLC is hereby appointed as an Arranger hereunder and under the other Loan Documents, (c) MSSF is hereby appointed as syndication agent hereunder and under the other Loan Documents, and (d) each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Bank PLC and Xxxxx Fargo Securities is hereby appointed as a co-documentation agent hereunder and under the other Loan Documents; and each Lender hereby authorizes each of CS, CS Securities, MSSF, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Bank PLC and Xxxxx Fargo Securities, LLC to act in such capacities as its agents in accordance with the Administrative terms hereof and thereof. Each Agent hereby agrees to act on the express conditions contained herein and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the other Loan Documents, together with such actions as applicable. The provisions of this Section 8 are solely for the benefit of Agents and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent Lenders and no Loan Party shall have all the any rights and benefits as a third-party beneficiary of any of the Administrative Agent set forth in this Articleprovisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Arrangers and Administrative Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of its Affiliates. No Arranger shall have any obligations under or related to the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, but shall be entitled to the benefits of all provisions this Section 8. Notwithstanding any other provision of this ARTICLE VIII Agreement or any provision of any other Loan Document, the Arrangers, the Syndication Agent and Section 9.03 (the Co-Documentation Agents are named as though such co-agentsfor recognition purposes only, subagents and attorneys-in-fact were in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each Arranger shall be entitled to all indemnification and reimbursement rights and exculpations in favor of the “collateral agent” under Agents provided herein and in the other Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality limitation of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto no Arranger in its respective capacity as contemplated such shall, by and in accordance with the provisions reason of this Agreement and the or any other Loan DocumentsDocument, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders MLPFS and CGMICiti are hereby appointed as a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMICiti to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Royal Bank is hereby appointed as the Documentation Agent hereunder, together with JPMorgan, in connection with the Second Amendment, and each Lender hereby authorizes JPMorgan and Royal Bank to act as the Documentation AgentAgents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary 171 of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each Syndication Agent and the Documentation AgentAgents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation AgentAgents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation AgentAgents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of Ally and BMO are hereby irrevocably appointed the Lenders Co-Collateral Agents hereunder and under the other Credit Documents, and each of the Issuing Banks Lender also hereby irrevocably appoints Barclays authorizes, and each holder of any Note by the acceptance of such Note also shall be deemed irrevocably to authorize, the Co-Collateral Agents to act on as its behalf as agent in accordance with the terms hereof and the other Credit Documents. Ally is hereby irrevocably appointed the Administrative Agent hereunder and under the other Credit Documents and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Ally also is hereby irrevocably appointed the Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan other Credit Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) also hereby irrevocably authorizes, and each holder of any Note by the Issuing Banks hereby acceptance of such Note also shall be deemed irrevocably appoints and authorizes to authorize, the Collateral Agent to act as its agent in accordance with the agent terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. Except for Section 9.7, the provisions of such Lender this Section 9 are solely for the benefit of the Agents and such Issuing Bank for purposes the Lenders and no Credit Party shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Security Documents to secure Borrower or any of the Obligations, together with such powers and discretion as are reasonably incidental theretoits Subsidiaries. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Agent, shall be entitled Co-Collateral Agents and the Collateral Agent, without consent of or notice to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agentsany party hereto, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute assign any and all documents (including releases) with respect of its rights or obligations hereunder to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsits Affiliates.

Appointment of Agents. Each of PNC Capital Markets, LLC is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes PNC Capital Markets, LLC to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. PNC Capital Markets, LLC is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes PNC Capital Markets, LLC to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. The Syndication Agent and each of the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arranger, the Bookrunner, the Syndication Agent and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arranger, the Bookrunner, Syndication Agent and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arranger, the Bookrunner, the Syndication Agent nor the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx and DBSI are hereby appointed Syndication Agents and Bookrunners hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs and DBSI to act on its behalf as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. 117 DBNY is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent DBNY to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. DBSI is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes DBSI to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each Syndication Agent and Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers neither Xxxxxxx Xxxxx nor DBSI, each in its capacity as a Syndication Agent and discretion a Bookrunner, nor DBSI, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 9. Each Syndication Agent, Documentation Agent, Bookrunner or any Agent described in clause (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documentsvii) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Barclays is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. ABN AMRO, HSBC, KBC and PNC are hereby appointed the Co-Syndication Agents hereunder, and each Lender hereby authorizes ABN AMRO, HSBC, KBC and PNC to act as the Co-Syndication Agents in accordance with the terms hereof and the other Loan Documents. Keybank and Xxxxx are hereby appointed the Co-Documentation Agents hereunder, and each Lender hereby authorizes Keybank and Xxxxx to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Citizens is hereby appointed the Managing Agent hereunder, and each Lender hereby authorizes Citizens to act as the Managing Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. The Co- Syndication Agents, each of the Co-Documentation Agents and the Managing Agent, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents, the Co-Documentation Agents and the Managing Agent are named as such for recognition purposes only, and in their respective capacities as such 152 shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, Co-Syndication Agents, the Co-Documentation Agents and the Managing Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Bookrunners, the Co-Syndication Agents, the Co- Documentation Agents nor the Managing Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GSCP is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent to act as its agent in accordance with the terms hereof and the Collateral other Credit Documents. GSCP is hereby appointed Syndication Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentshereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and any duties hereunder, each Agent shall act solely as an agent of such Lender the Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes the Company or any of acquiringits Subsidiaries. Each Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor GSCP, in its capacity as Lead Arranger, shall have any obligations under this Agreement or any other Credit Document, but each of them shall be entitled to all benefits of this Section 9. To the extent required by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionapplicable law, the Collateral AgentAdministrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, as “collateral agent” and or reduction of, withholding Tax ineffective or for any co-agentsother reason, sub-agents and attorneys-in-fact appointed such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent pursuant to Section 8.05 for purposes of holding as Tax or enforcing otherwise, including any Lien on the Collateral (penalties or any portion thereof) granted under the Security Documentsinterest, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of together with all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents expenses (including releaseslegal expenses, allocated internal costs and out-of-pocket expenses) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsincurred.

Appointment of Agents. Each of GSCP and UBSW is hereby appointed a Joint Lead Arranger hereunder. GSCP is hereby appointed Syndication Agent hereunder. Each Lender hereby authorizes each Joint Lead Arranger and Syndication Agent to act as its agent in accordance with the Lenders terms hereof and the other Credit Documents. General Electric Capital Corporation ("GECC") is hereby appointed Documentation Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Documentation Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as the applicable. UBS is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiringthe other Credit Documents. GECC is hereby appointed Collateral Monitoring Agent hereunder, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed hereby authorizes Collateral Monitoring Agent to hereby acknowledge and agree) that Collateral Agent may also act as its agent in accordance with the collateral agent for lenders under terms hereof and the Second Lien Loan other Credit Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingUBS' appointment as Administrative Agent, the Agents are each Lender and each Agent (other than Administrative Agent) hereby expressly authorized directs Administrative Agent to execute any and all documents (including releases) with respect deliver the Intercreditor Agreement on its behalf and agrees that it shall be bound by and subject to the terms of the Intercreditor Agreement and, without limitation, expressly authorizes the Administrative Agent to appoint the "Joint Collateral Agent" and any rights successor thereof (as such term is defined in the Intercreditor Agreement, and herein the "JOINT COLLATERAL AGENT") pursuant to such Intercreditor Agreement and upon the terms thereof and each Lender hereby conforms and ratifies the appointment of the Secured Parties with respect thereto GMAC as contemplated by Joint Collateral Agent and each Lender hereby authorizes Joint Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Agreement Section 9 (except Section 9.9 and 9.10) are solely for the other Loan Documentsbenefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of the Joint Lead Arrangers, Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacities as a Joint Lead Arranger, nor UBSW, in its capacity as a Joint Lead Arranger, nor GECC, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. Each (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Lenders Sub- Custodian’s network to hold Securities and each cash of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf Fund and to exercise carry out such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub- Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial appointment of Sub-Custodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Fund and make the necessary determinations as to any such new Sub- Custodian's eligibility. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will ensure that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets. Prior to placing or maintaining the Fund’s assets with a Sub-Custodian, the Custodian shall report to the Fund the material differences, if any, between custodial practices in the United States and the other Loan Documents.country in which the Fund’s assets will be held by the Sub-Custodian as well as any material risks associated with the custodian practices of such country. (d) The agreement between the Custodian and each Sub-Custodian acting hereunder shall contain similar provisions as set forth in Rule 17f-5(c)(2) under the 1940 Act. (e) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Fund of the withdrawal or placement of the Securities and cash of the Fund with a Sub- Custodian and of any material changes in the Fund’s arrangements. Such reports shall

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GE Capital is hereby irrevocably appoints Barclays appointed to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Lenders as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” Agent under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. The provisions of this Section 9.2 are solely for the benefit of Agents and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of or shall otherwise be affected by any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agents shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agents shall be mechanical and administrative in nature and Agents shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of their Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Agent shall request instructions from Requisite Lenders, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Supermajority Tranche A Revolving Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Supermajority Tranche A Revolving Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agents shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agents, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of Agents, expose Agents to Environmental Liabilities or (c) if Agents shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agents as a result of Agents acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders, Supermajority Tranche A Revolving Lenders, Requisite Tranche A Lenders, Requisite Tranche B. Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders, as applicable. As among Agents and Lenders, in determining whether a Material Adverse Effect has occurred, such determination shall be made by Agents or Requisite Lenders.

Appointment of Agents. Each In order to expedite the transactions contemplated by this Agreement, Xxxxxxx Xxxxx Xxxxxx Inc. is hereby appointed to act as Arranger, Citibank, N.A., is hereby appointed to act as Administrative Agent, Collateral Agent on behalf of the Lenders and each of the Issuing Banks Bank, Bankers Trust Company is hereby irrevocably appoints Barclays appointed to act on its behalf as Syndication Agent and Wachovia Bank, N.A., is hereby appointed to act as Documentation Agent (for purposes of this Article VIII, the Arranger, the Collateral Agent, the Administrative Agent and Collateral Agent hereunder and under Agent, the Loan Documents, and authorizes the Administrative Syndication Agent and the Collateral Documentation Agent are referred to collectively as the "AGENTS"). Each of the Lenders, each assignee of any such Lender and the Issuing Bank hereby irrevocably authorizes the Agents to take such actions on its behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to the Administrative Agent and Collateral Agent Agents by the terms and provisions hereof and of the Loan other Credit Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe Administrative Agent is hereby expressly authorized by the Lenders and the Issuing Bank, the Collateral Agent shall have all the rights and benefits without hereby limiting any implied authority, (a) to receive on behalf of the Administrative Agent set forth Lenders, any assignees of the Lenders and the Issuing Bank all payments of principal of and interest on the Loans, all payments in this Article. The Collateral Agent shall act as respect of L/C Disbursements and all other amounts due to the “collateral agent” under the Loan DocumentsLenders hereunder, and promptly to distribute to each Lender, each assignee of any such Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints Bank to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and authorizes (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Borrower pursuant to this Agreement or the Security other Credit Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed received by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction Agent. It is expressly understood that none of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsArranger, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement Syndication Agent and the other Loan DocumentsDocumentation Agent shall have any duties or responsibilities under this Agreement.

Appointment of Agents. Each Subject to the terms and conditions of this Agreement, the Primary Parties hereby appoint (i) Stifel to consult with, advise and assist the Primary Parties in connection with the sale of the Lenders Offer Shares in the Offering, (ii) Stifel as sole book running manager and each Sterne Agee as co-manager for the purpose of soliciting or receiving purchase orders for Offer Shares in connection with the sale of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf Offer Shares in the Syndicated Community Offering, if applicable, and (iii) Stifel as the Administrative Agent managing underwriter and Collateral Agent hereunder Sterne Agee as the co-manager in the Public Offering, if applicable. On the basis of the representations and under warranties of the Loan DocumentsPrimary Parties contained in, and authorizes subject to the Administrative Agent terms and conditions of this Agreement, Stifel accepts such appointment and agrees to use its best efforts to assist the Primary Parties with the solicitation of subscriptions and purchase orders for the Offer Shares and agrees to consult with and advise the Primary Parties as to the matters set forth in Section 3 of the letter agreement, dated November 16, 2012, among the MHC, the Mid-Tier Holding Company and Stifel (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit B), including the coordination of the Syndicated Community Offering or Public Offering, and to solicit offers to purchase Offer Shares in the Syndicated Community Offering or Public Offering. It is acknowledged by the Primary Parties that the Agents (i) shall not be obligated to purchase any Offer Shares, except as provided in the Underwriting Agreement, if applicable and (ii) shall not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order. Except as set forth in Section 13 hereof, the appointment of the Agents to provide services hereunder shall terminate upon consummation of the Offering. If selected broker-dealers in addition to Stifel and Sterne Agee are used to assist in the sale of Offer Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint Stifel as sole book running manager of the Syndicated Community Offering, and Sterne Agee as co-manager. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of this Agreement, the Representative accepts such appointments and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. If undertaken, the Syndicated Community Offering will be conducted in accordance with certain Commission rules applicable to best efforts offerings. If Offer Shares are offered to the general public in the Public Offering, in lieu of the Syndicated Community Offering, at the request of the Holding Company, Stifel may enter into an underwriting agreement with the Holding Company (the “Underwriting Agreement”) (the form of which is attached hereto as Exhibit E) for the Public Offering in a form to be agreed upon by the Holding Company and Stifel. Stifel will serve as managing underwriter of the Public Offering and Sterne Agee will serve as co-manager. Stifel will endeavor to distribute the Offer Shares among the selected underwriters, if any, in a fashion which best meets the distribution objectives of the Holding Company and the Collateral Agent requirements of the Plan, which may result in limiting the allocation of stock to certain selected underwriters. It is understood that in no event shall Stifel be obligated to enter into the Underwriting Agreement or to take such actions on its behalf and to exercise such powers as are delegated or purchase Offer Shares except pursuant to the Administrative Agent Underwriting Agreement. The Underwriting Agreement will not be entered into by Stifel and Collateral Agent by the Primary Parties until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Loan DocumentsPublic Offering, together and which post-effective amendment shall comply with such actions all applicable 1933 Act Regulations. At that time, Stifel as Representative will represent that they have received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinsubject to certain customary provisions and conditions to closing, upon the Collateral Agent shall have execution of the Underwriting Agreement, Stifel and any other underwriters will be obligated to purchase all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant shares subject to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsPublic Offering.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx is hereby appointed Syndication Agent and Bookrunner hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs to act on its behalf as Syndication Agent and Bookrunner in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Term Administrative Agent hereunder and under the other Credit Documents and each Term Loan Lender hereby authorizes HSBC USA to act as Term Administrative Agent in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Primary Collateral Agent hereunder and under the Loan other Credit Documents (other than the Collateral Documents governed by the laws of Hungary) and each Lender hereby authorizes HSBC USA to act as Primary Collateral Agent in accordance with the terms hereof and such other Credit Documents. HSBC PLC is hereby appointed Hungarian Collateral Agent hereunder and under the other Credit Documents governed by the laws of Hungary and each Lender hereby authorizes HSBC PLC to act as Hungarian Collateral Agent in accordance with the terms hereof and such other Credit Documents. HBAP is hereby appointed Revolving Facility Administrative Agent hereunder and under the other Credit Documents and each Revolving Lender hereby authorizes HBAP to act as Revolving Facility Administrative Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and authorizes the Administrative Agent Lenders and the Collateral Agent to take such actions on its behalf and to exercise such powers no Credit Party shall have any rights as are delegated to the Administrative Agent and Collateral Agent by the terms a third-party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documentsan agent of Lenders and does not assume and shall not be deemed to have assumed any 174 obligation towards or relationship of agency or trust with or for Parent or any of its Subsidiaries. Each of Syndication Agent, Bookrunner, and each any Agent described in clause (vi) of the Lenders (including in its capacities as a Lender Counterparty definition thereof, without consent of or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent notice to act as the agent of such Lender and such Issuing Bank for purposes of acquiringany party hereto, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and no Syndication Agent or Bookrunner shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtBookrunner, and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the with immediate effect, by giving prior written notice thereof to Administrative Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Canadian Administrative Agent as its agents and authorizes each such Agent to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Canadian Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the US Collateral Agent and the Canadian Collateral Agent as its agents and authorizes each such Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the US Collateral Agent and the Canadian Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, The Export-Related Lender hereby irrevocably appoints the US Collateral Agent shall have all and its agent and authorizes the rights and benefits US 126 Collateral Agent to take such actions on its behalf, including execution of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, and each of to exercise such powers as are delegated to the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the US Collateral Agent to act as by the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any terms of the Loan Parties pursuant to Documents and the Security Documents to secure any of the ObligationsExport-Related Financing Documents, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection, Any bank serving as an Agent hereunder shall have the Collateral same rights and powers in its capacity as a Lender (or the Export-Related Lender) as any other Lender (or the Export-Related Lender) and may exercise the same as though it were not an Agent, as “collateral agent” and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any co-agents, sub-agents and attorneys-in-fact appointed by kind of business with the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (Loan Parties or any portion thereof) granted under the Security Documents, Subsidiary of a Loan Party or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) other Affiliate thereof as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral it were not an Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentshereunder.

Appointment of Agents. Each of the Lenders Citi is hereby appointed as Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Citi to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed as the Administrative Agent and and, during any Springing Lien Period, Collateral Agent (in such capacity, the “Collateral Agent”) hereunder and under the other Loan Documents, Documents and each Lender hereby authorizes Barclays to act as the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents.. BofA is hereby appointed as the Documentation Agent hereunder, together with JPMorgan, RBC, Truist, Citizens Bank, MUFG Bank, US Bank and Xxxxx Fargo Bank and each Lender hereby authorizes BofA, JPMorgan, RBC, Truist, Citizens Bank, MUFG Bank, US Bank and Xxxxx Fargo Bank to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. The Syndication Agent and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX

Appointment of Agents. Each of Crédit Agricole, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and MUFG Union Bank, N.A., is hereby appointed as a Co-Syndication Agent, and each Lender and Issuing Bank hereby authorizes each Co-Syndication Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. Each of TD Bank, N.A., Sumitomo Mitsui Banking Corporation and Compass Bank is hereby appointed as a Co-Documentation Agent, and each Lender and Issuing Bank hereby authorizes each Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of the Lenders and each the Issuing Bank and, by their acceptance of the Issuing Banks benefits hereof and the other Credit Documents, the other Secured Parties, hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and authorizes the Administrative Agent and the Collateral Agent Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent Agent, as applicable by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe provisions of this Section 9 are solely for the benefit of Administrative Agent, Collateral Agent, the Collateral Agent Lenders and the Issuing Banks, and neither Company nor any other Credit Party shall have all rights as a third party beneficiary of any of such provisions. It is understood and agreed that the rights and benefits use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and applicable, is not intended to connote any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding fiduciary or enforcing any Lien on the Collateral other implied (or express) obligations arising under agency doctrine of any portion thereof) granted under the Security Documentsapplicable law. Instead such term is used as a matter of market custom, and is intended to create or for exercising reflect only an administrative relationship between contracting parties. Each Co-Syndication Agent and Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights and remedies thereunder at the direction or obligations hereunder to any of its Affiliates. As of the Administrative Amendment and Restatement Effective Date, each of Crédit Agricole, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and MUFG Union Bank, N.A., in its capacity as Co-Syndication Agent and each of TD Bank, N.A., Sumitomo Mitsui Banking Corporation and Compass Bank, in its capacity as Co-Documentation Agent, shall not have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of CIBCWM, JPMorgan and LBI is hereby appointed a Joint Lead Arranger hereunder. JPMCB and LCPI are hereby appointed Co-Syndication Agents hereunder. Each Lender hereby authorizes each Joint Lead Arranger and Co-Syndication Agent to act as its agent in accordance with the Lenders terms hereof and the other Credit Documents. CIBC is hereby appointed as Collateral Agent under the Pledge and Security Agreement and the other Credit Documents and each Agent and each Lender hereby authorizes CIBC to act as Collateral Agent for its benefit and for the benefit of the Issuing Banks other Secured Parties hereunder and under the other Credit Documents and each Agent and each Lender hereby irrevocably appoints Barclays authorizes Collateral Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Citi and GECC are hereby appointed Co-Documentation Agents hereunder, and each Lender hereby authorizes each Co- Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. CIBC is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (except Section 9.9 and authorizes 9.10) are solely for the Administrative Agent benefit of Agents and the Collateral Agent to take such actions on its behalf Lenders and to exercise such powers no Credit Party shall have any rights as are delegated to the Administrative Agent and Collateral Agent by the terms a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of the Lenders (including Joint Lead Arrangers and Co-Syndication Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither CIBCWM, in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act Joint Lead Arranger, nor JPMorgan, in its capacity as the agent of such Lender and such Issuing Bank for purposes of acquiringa Joint Lead Arranger, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligationsnor JPMCB, together with such powers and discretion in its capacity as are reasonably incidental thereto. In this connection, the Collateral a Co-Syndication Agent, nor LBI, in its capacity as “collateral agent” Joint Lead Arranger and any coa Co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Syndication Agent, nor Citi, in its capacity as 134 CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW Co-Documentation Agent, nor GECC in its capacity as a Co-Documentation Agent shall have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders MLPFS and CGMI are hereby appointed a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMI to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of CS Securities and Royal Bank is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of CS Securities and Royal Bank to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each In order to expedite the transactions contemplated by this Agreement, Citigroup Global Markets Inc. and Wachovia Securities LLC are hereby appointed to act as Arrangers, Citigroup USA, Inc. is hereby appointed to act as Administrative Agent, Collateral Agent on behalf of the Lenders and each of the Issuing Banks Bank, Wachovia Bank, National Association is hereby irrevocably appoints Barclays appointed to act on its behalf as Syndication Agent, and General Electric Capital Corporation, Key Corporate Capital Inc., LaSalle Bank N.A. and SunTrust Bank are hereby appointed to act as Documentation Agents (for purposes of this Article VIII, the Arrangers, the Collateral Agent, the Administrative Agent and Collateral Agent hereunder and under Agent, the Loan Documents, and authorizes the Administrative Syndication Agent and the Collateral Agent Documentation Agents are referred to collectively as the "Agents"). Each of the Lenders, each assignee of any such Lender and the Issuing Bank hereby irrevocably authorizes the Agents to take such actions on its behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to the Administrative Agent and Collateral Agent Agents by the terms and provisions hereof and of the Loan other Credit Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe Administrative Agent is hereby expressly authorized by the Lenders and the Issuing Bank, the Collateral Agent shall have all the rights and benefits without hereby limiting any implied authority, (a) to receive on behalf of the Administrative Agent set forth Lenders, any assignees of the Lenders and the Issuing Bank all payments of principal of and interest on the Loans, all payments in this Article. The Collateral Agent shall act as respect of L/C Disbursements and all other amounts due to the “collateral agent” under the Loan DocumentsLenders hereunder, and promptly to distribute to each Lender, each assignee of any such Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints Bank to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and authorizes (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Borrower pursuant to this Agreement or the Security other Credit Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed received by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction Agent. It is expressly understood that none of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsArrangers, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement Syndication Agent and the other Loan DocumentsDocumentation Agents shall have any duties or responsibilities under this Agreement.

Appointment of Agents. Each of the Lenders Ally is hereby irrevocably appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Syndication Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. RBS is hereby irrevocably appointed Documentation Agent hereunder, and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. DBNY is hereby irrevocably appointed the Administrative Agent hereunder and under the other Credit Documents and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. DBNY also is hereby irrevocably appointed the Collateral Agent hereunder and under the Loan other Credit Documents, and authorizes each Lender also hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note also shall be deemed irrevocably to authorize, the Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. Except for Section 9.7, the provisions of this Section 9 are solely for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each of the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent Agent, without consent of or notice to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documentsany party hereto, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion Ally, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, and RBS, in its capacity as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Documentation Agent, shall not have any obligations hereunder or under any other Credit Document but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GE Capital is hereby irrevocably appoints Barclays appointed to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Lenders as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” Agent under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. The provisions of this Section 9.2 are solely for the benefit of Agents and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of or shall otherwise be affected by any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agents shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agents shall be mechanical and administrative in nature and Agents shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of their Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Agent shall request instructions from Requisite Lenders, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Supermajority Tranche A Revolving Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Supermajority Tranche A Revolving Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agents shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agents, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of Agents, expose Agents to Environmental Liabilities or (c) if Agents shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agents as a result of Agents acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders, Supermajority Tranche A Revolving Lenders, Requisite Tranche A Lenders, Requisite Tranche B. Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders, as applicable.

Appointment of Agents. Each of the Lenders Citi is hereby appointed as Syndication Agent hereunder, and each Lender hereby authorizes Citi to act as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed as the Administrative Agent and, from and after the occurrence of a Springing Lien Trigger Event, Collateral Agent (in such capacity, the Issuing Banks “Collateral Agent”) hereunder and under the other Loan Documents and each Lender hereby irrevocably appoints authorizes Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents.. Truist Bank is hereby appointed as the Documentation Agent hereunder, and each Lender hereby authorizes Truist Bank to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. The Syndication Agent and the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Citibank, N.A. is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each of the Banks, Issuing Bank and Swing Loan Documents, and Lender hereby authorizes the Administrative Agent (under release from the restrictions of section 181 of the German Civil Code) to act as its agent in accordance with the terms hereof and the other Credit Documents. Citicorp North America, Inc. is hereby irrevocably appointed the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to (under release from the Administrative Agent and Collateral Agent by the terms restrictions of section 181 of the Loan Documents, together with such actions German Civil Code) hereunder and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Banks, Issuing Bank and Swing Loan Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of such Lender this Section 9 are solely for the benefit of the Agents, the Banks and such the Issuing Bank for purposes Banks and no Credit Party shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Banks and does not assume and shall not be deemed to the Security Documents to secure have assumed any obligation towards or relationship of agency or trust with or for Xerium or any of the Obligations, together with such powers and discretion as are reasonably incidental theretoits Subsidiaries. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction As of the Administrative AgentClosing Date, Citigroup Global Markets Inc., in its capacity as a Lead Arranger, shall not have any obligations hereunder but shall be entitled to the all benefits of this Section 9, and Jefferies Finance LLC, in its capacity as a Lead Arranger and Syndication Agent, shall not have any obligations hereunder but shall be entitled to all provisions benefits of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the 180 #97036997v3 Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Purchasers hereby irrevocably appoints Barclays Wilmington Trust, National Association, to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Note Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Note Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Note Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Purchasers hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank Purchaser for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Note Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentAgent or the Required Purchasers, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Note Documents) as if set forth in full herein and in the other Note Documents with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty No Agent is, or shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders be, acting hereunder or under the Second Lien Loan any other Note Documents, as transfer agent or registrar within the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing meaning of any Article 8 of the foregoing. Without limiting the generality UCC or Section 17A(c) of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsExchange Act.

Appointment of Agents. Each of the Lenders BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC is hereby appointed a Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC to act on its behalf as a Bookrunner in accordance with the terms hereof and the other Credit Documents. RBC is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent RBC to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. Except with respect to Section 9.7, the provisions of this Section 9 are solely for the benefit of Agents, Lenders and 102 Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. As of the Lenders (including Closing Date, none of BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC, in its their capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiringBookrunners, holding and enforcing shall have any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Deutsche Bank is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Deutsche Bank to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Deutsche Bank is hereby appointed Calculation Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Deutsche Bank to act as Calculation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 8 are solely for the benefit of the Agents and the Lenders, and the Borrower shall have no rights as a third party beneficiary of any of the provisions thereof, except as set forth in Sections 8.7 and 8.8(b). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Parent or any of its Subsidiaries (including the Borrower). For so long as such Applicable Lender controls an Eligible Collateral Brokerage Account, each of the Lenders and each of the Issuing Banks Agent hereby irrevocably appoints Barclays each Applicable Lender as its agent to act on its behalf as for purposes of Section 7.2 and the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, Security Agreement and authorizes the Administrative Agent and the Collateral Agent each Applicable Lender to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent contemplated by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinIn performing its functions and duties hereunder, the Collateral Agent each Applicable Lender shall have all the rights and benefits act solely as an agent of the Administrative Agent set forth in this Articleother Lenders and Agents and does not assume and shall not be deemed to have assumed any obligation towards or fiduciary relationship or trust with or for Borrower or Parent. The Collateral Agent shall act as provisions of this Section 8.1 are solely for the “collateral agent” under the Loan Documents, and each benefit of the Lenders (including in its capacities and Agents and neither Borrower nor Parent shall have rights as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing third party beneficiary of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentssuch provision.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf as agent in accordance with the terms hereof and the other Credit Documents. CIT is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. CIT is hereby appointed Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan other Credit Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. LaSalle Bank National Association and Antares Capital Corporation are each hereby appointed Co-Documentation Agents hereunder, and each Lender hereby authorizes Co-Documentation Agents to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of such Lender Lenders and such Issuing Bank does 115 not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent, holding Co-Documentation Agent and enforcing Collateral Agent, without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion none of GSCP, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, nor LaSalle Bank National Association or Antares Capital Corporation, in their capacities as “collateral agent” and Co-Documentation Agents, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC is hereby appointed a Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC to act on its behalf as a Bookrunner in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent HSBC USA to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. Except with respect to Section 9.7, the provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. As of the Lenders (including Closing Date, none of BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC, in its their capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiringBookrunners, holding and enforcing shall have any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx and Xxxxxxx Xxxxx are hereby appointed Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs and Xxxxxxx Xxxxx to act on its behalf as Syndication Agents in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Sachs and Xxxxxxx Xxxxx are hereby appointed Bookrunners hereunder, and each Lender hereby authorizes Xxxxxxx Sachs and Xxxxxxx Xxxxx to act as Bookrunners in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Sachs is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender and L/C Issuer hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Xxxxx to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. UB and Royal Bank are hereby appointed Revolver Co-Documentation Agents hereunder, and each Lender hereby authorizes UB and Royal Bank to act as Revolver Co-Documentation Agents in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Each of the Lenders (including in its capacities as a Lender Counterparty Syndication Agents and Revolver Co-Documentation Agents, without consent of or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent notice to act as the agent of such Lender and such Issuing Bank for purposes of acquiringany party hereto, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant its Affiliates. Notwithstanding anything to the Security Documents to secure contrary herein, neither Xxxxxxx Sachs nor Xxxxxxx Xxxxx in their capacity as Arrangers, Syndication Agents or Bookrunners, nor UB and Royal Bank, in their capacity as Revolver Co-Documentation Agents, Revolver Joint Lead Arrangers or Revolver Joint Bookrunners, shall have any of duties, responsibilities or obligations under this Agreement or any other Credit Document nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionSyndication Agents, the Collateral Revolver Co-Documentation Agents, Bookrunners, Arrangers, Revolver Joint Lead Arrangers or Revolver Joint Bookrunners in such capacity, but each Syndication Agent, as “collateral agent” Revolver Co-Documentation Agent, Bookrunner, Arranger, Revolver Joint Lead Arranger and any co-agentsRevolver Joint Bookrunner, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agentin such capacity, shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII the Syndication Agents, Revolver Co-Documentation Agents, Bookrunners, Arrangers, Revolver Joint Lead Arrangers and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, Revolver Joint Bookrunners and any Permitted Refinancing of any Agent 150 described in clause (j) of the foregoing. Without limiting the generality of the foregoingdefinition thereof appointed to serve in a similar capacity may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Xxxxxxx Xxxxx is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Xxxxxxx Sachs to take act as the Administrative Agent and the Collateral Agent in accordance with the terms hereof and the other Loan Documents. Deutsche Bank Securities Inc. is hereby appointed as the Syndication Agent hereunder, and each Lender hereby authorizes Deutsche Bank Securities Inc. to act as the Syndication Agent in accordance with the terms hereof and the Loan Documents. Bank of America, N.A. and HSBC Securities (USA) Inc. are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Bank of America, N.A. and HSBC Securities (USA) Inc. to act as Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such actions on upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article 9 are solely for the benefit of the Agents and Lenders and no Loan Party or the German Borrower shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its behalf functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to exercise have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of the Syndication Agent and Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither Deutsche Bank Securities, Inc. in its capacity as the Syndication Agent, nor Bank of America, N.A. or HSBC Securities (USA) 192 NY\6127033.17 Inc. in their respective capacities as the Documentation Agents, shall have any obligations but shall be entitled to all benefits of this Article 9. Each of the Syndication Agent and Documentation Agents may resign from such powers as are delegated role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Canadian Administrative Agent as its agents and authorizes each such Agent to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Canadian Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the US Collateral Agent and the Canadian Collateral Agent as its agents and authorizes each such Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the US Collateral Agent and the Canadian Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, The Export-Related Lender hereby irrevocably appoints the US Collateral Agent shall have all and its agent and authorizes the rights and benefits US Collateral Agent to take such actions on its behalf, including execution of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, and each of to exercise such powers as are delegated to the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the US Collateral Agent to act as by the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any terms of the Loan Parties pursuant to Documents and the Security Documents to secure any of the ObligationsExport-Related Financing Documents, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection, Any bank serving as an Agent hereunder shall have the Collateral same rights and powers in its capacity as a Lender (or the Export-Related Lender) as any other Lender (or the Export-Related Lender) and may exercise the same as though it were not an Agent, as “collateral agent” and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any co-agents, sub-agents and attorneys-in-fact appointed by kind of business with the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (Loan Parties or any portion thereof) granted under the Security Documents, Subsidiary of a Loan Party or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) other Affiliate thereof as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral it were not an Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentshereunder.

Appointment of Agents. Each of Xxxxx Fargo Bank, National Association is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxx Fargo Bank, National Association to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Barclays to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Citibank N.A., Regions Bank, SunTrust Bank and U.S. Bank National Association are hereby appointed the Documentation Agents hereunder, and each Lender hereby authorizes Citibank N.A., Regions Bank, SunTrust Bank and U.S. Bank National Association to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each of the Syndication Agent and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each Bank of America, N.A. is hereby appointed the Lenders Syndication Agent hereunder, and each Lender hereby authorizes Bank of the Issuing Banks hereby irrevocably appoints Barclays America, N.A. to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Barclays Bank to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Regions Bank, SunTrust Bank and U.S. Bank National Association are hereby appointed the Documentation Agents hereunder, and each Lender hereby authorizes Regions Bank and U.S. Bank National Association to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each of the Syndication Agent and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx, Barclays, Citigroup and JPMorgan is hereby appointed a Syndication Agent and Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Xxxxxxx Sachs, Barclays and Citigroup to act on its behalf as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Sachs to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Santander is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Santander to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agents and Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of Xxxxxxx Xxxxx, Barclays and discretion Citigroup, in their capacities as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” Syndication Agents and Bookrunners shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of this Section 9. As of the Closing Date, Santander, in its capacity as Documentation Agent, shall have no obligations but shall be entitled to all provisions benefits of this ARTICLE VIII and Section 9.03 (as though such co-agents9. Each of any Syndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsDocumentation Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx, JPMorgan Securities, Barclays, Citigroup, Xxxxxx Xxxxxxx, MLPFS and Deutsche Bank is hereby appointed a Bookrunner hereunder and each Lender hereby authorizes Xxxxxxx Sachs, JPMorgan Securities, Barclays, Citigroup, Xxxxxx Xxxxxxx, MLPFS and Deutsche Bank to act as Bookrunners in accordance with the terms hereof and the other Credit Documents. Each of the Issuing Banks JPMorgan Securities and Barclays is hereby irrevocably appoints appointed a Syndication Agent hereunder and each Lender hereby authorizes JPMorgan Securities and Barclays to act on its behalf as Syndication Agents in accordance with the terms hereof and the other Credit Documents. Each of Credit Xxxxxx XX, Xxxxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx and Sumitomo Mitsui Banking Corporation is hereby appointed a Documentation Agent hereunder, and each Lender hereby authorizes Credit Xxxxxx XX, Xxxxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx and Sumitomo Mitsui Banking Corporation to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Sachs is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Xxxxx to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agents and Documentation Agents, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of its Affiliates. Anything to the contrary notwithstanding, as of the Closing Date, none of Xxxxxxx Sachs, JPMorgan Securities, Barclays, Citigroup, Xxxxxx Xxxxxxx, MLPFS, Deutsche Bank, Credit Xxxxxx XX, Xxxxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx and Sumitomo Mitsui Banking Corporation, in their capacities as Syndication Agents, Bookrunners and/or Documentation Agents, as applicable, shall have any powers, duties, responsibilities or obligations under this Agreement or any of the Loan Parties pursuant to the Security other Credit Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII any Syndication Agent, any Documentation Agent, any Bookrunner and Section 9.03 any Agent described in clause (as though such co-agents, subagents and attorneys-in-fact were vi) of the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral definition of Agent may also act as the collateral agent for lenders under the Second Lien Loan Documentsresign from such role at any time, the Other Term Loanswith immediate effect, the Other Revolving Commitments, the Additional Debt, by giving prior written notice thereof to Administrative Agent and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays Credit Suisse AG, Cayman Islands Branch, to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving CommitmentsTerm Loan Exchange Notes, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. Each of Barclays Bank PLC is hereby appointed Administrative Agent hereunder and under the Lenders other Loan Documents and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Bank PLC, in such capacity, to act on as its behalf as agent in accordance with the Administrative Agent terms hereof and the other Loan Documents. Barclays Bank PLC is hereby appointed Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including Lender hereby authorizes Barclays Bank PLC, in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent such capacity, to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Xxxxxx Xxxxxxx is hereby appointed Syndication Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Xxxxxx Xxxxxxx, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank PLC is hereby appointed Documentation Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank PLC, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 9.01 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third-party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower, Holdings or any of their Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither Xxxxxx Xxxxxxx, in its capacity as Syndication Agent, nor Barclays Bank PLC, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.01.

Appointment of Agents. Each GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. BNS hereby resigns and is hereby removed as Administrative Agent and Collateral Agent under the Existing Credit Agreement and each Credit Party and each Lender hereby consents to and approves (and waives any notice requirement set forth in Section 9.1 of the Lenders Existing Credit Agreement) such resignation and each removal and the appointment of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf GE Capital as the successor Administrative Agent and Collateral Agent hereunder and under the Loan other Credit Documents. CIT is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agent to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the other Credit Documents. Each Lender hereby authorizes Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoother Credit Documents. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and All parties hereto agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Section 9.7 of the Existing Credit Agreement that GE Capital shall hereupon succeed to and become vested with (and BNS hereby assigns to the extent necessary) all the rights, powers, privileges and duties of Collateral Agent under each Collateral Document, Landlord Personal Property Collateral Access Agreement or otherwise and BNS agrees to (i) transfer to GE Capital as successor Collateral Agent all sums, Capital Stock, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of GE Capital as successor Collateral Agent under the Credit Documents, and (ii) execute and deliver to GE Capital as successor Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to GE Capital as successor Collateral Agent of the security interests created under the Collateral Documents, whereupon BNS as the retiring Collateral Agent shall be discharged from its duties and obligations (in its capacities as Administrative Agent and Collateral Agent only) under the Existing Credit Agreement or any other Credit Document or hereunder. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries or any other Person. Syndication Agent without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective Date, neither GSCP, in its capacity as Syndication Agent, nor CIT, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all the benefits of this Section 9.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GE Capital is hereby irrevocably appoints Barclays appointed to act on its behalf of all Lenders as "Administrative Agent" and as "Collateral Agent" under this Agreement and the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, . GE Capital and authorizes the Administrative Agent Marathon are hereby appointed to act on behalf of all Revolving Lenders as "Revolver Agent" under this Agreement and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the other Loan Documents, together with such actions . Marathon is hereby appointed to act on behalf of all Term Loan A Lenders as "Term Loan A Agent" under this Agreement and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, . Xxxxxx Xxxxxxx and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Marathon are hereby irrevocably appoints and authorizes the Collateral Agent appointed to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits behalf of all provisions of Term Loan B Lenders as "Term Loan B Agent" under this ARTICLE VIII Agreement and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the other Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, each Lender hereby authorizes Agents to consent, on behalf of each Lender, to an Interim Order substantially in the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect form attached as Exhibit A-1, to the Collateral Canadian Interim Order, to the Final Order and to the Canadian Final Order to be negotiated between Borrowers, Agents and the Committee. The provisions of this Section 9.2 are solely for the benefit of Agents and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the Secured Parties with respect thereto as contemplated by provisions hereof. In performing its functions and in accordance with the provisions of duties under this Agreement and the other Loan Documents, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. No Agent shall have duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of each Agent shall be mechanical and administrative in nature and no Agent shall have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained any Agent or any of its Affiliates in any capacity. Neither any Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Administrative Agent or Collateral Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Administrative Agent or Collateral Agent, as the case may be, shall be entitled to refrain from such act or taking such action unless and until Administrative Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders or all affected Lenders, as the case may be, and neither Administrative Agent nor Collateral Agent shall incur liability to any Person by reason of so refraining. Each Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of such Agent, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of such Agent, expose such Agent to Environmental Liabilities or (c) if such Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders or all affected Lenders, as applicable.

Appointment of Agents. Each of the Lenders Barclays Capital and JPMorgan are hereby appointed Co-Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Capital and JPMorgan to act on its behalf as the Co-Syndication Agents in accordance with the terms hereof and the other Loan Documents. Wxxxx Fargo is hereby appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Wxxxx Fargo to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Citi is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes Citi to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Wilmington Trust FSB is hereby appointed Collateral Trustee hereunder, and each Lender hereby authorizes Collateral Trustee to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein including Section 9.08) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein including Section 9.08). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Co-Syndication Agents or the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx, Barclays, Citigroup and JPMorgan is hereby appointed a Syndication Agent and Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Xxxxxxx Sachs, Barclays and Citigroup to act on its behalf as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Xxxxx to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Santander is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Santander to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agents and Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of Xxxxxxx Sachs, Barclays and discretion Citigroup, in their capacities as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” Syndication Agents and Bookrunners shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of this Section 9. As of the Closing Date, Santander, in its capacity as Documentation Agent, shall have no obligations but shall be entitled to all provisions benefits of this ARTICLE VIII and Section 9.03 (as though such co-agents9. Each of any Syndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsDocumentation Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders Citibank GM is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Citibank GM to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Loan Documents. Citibank NA is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Citibank NA to act as Administrative Agent in accordance with the terms hereof and the other Loan Documents. Xxxxx Fargo is hereby appointed Collateral Agent hereunder, and each Lender hereby authorizes Xxxxx Fargo to act as Collateral Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. Except as expressly provided herein (including in the proviso in the first sentence of Section 8.07(a)), the provisions of this Article 8 are solely for the benefit of the Agents and authorizes the Lenders and no Borrower Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Borrower Party. The Syndication Agent, without the consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective Date, Citibank GM, in its capacity as Syndication Agent, shall not have any duties or obligations under this Agreement or any of the other Loan Documents but shall be entitled to all benefits of this Article 8. The Syndication Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated Borrower. Anything herein to the Administrative Agent and Collateral Agent by the terms contrary notwithstanding, none of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, Joint Lead Arrangers listed on the Collateral Agent cover page hereof shall have all the rights and benefits of the Administrative Agent set forth in any powers, duties or responsibilities under this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty Agreement or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx is hereby appointed Syndication Agent and Bookrunner hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs to act on its behalf as Syndication Agent and Bookrunner in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Term Administrative Agent hereunder and under the other Credit Documents and each Term Loan Lender hereby authorizes HSBC USA to act as Term Administrative Agent in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Primary Collateral Agent hereunder and under the Loan other Credit Documents (other than the Collateral Documents governed by the laws of Hungary) and each Lender hereby authorizes HSBC USA to act as Primary Collateral Agent in accordance with the terms hereof and such other Credit Documents. HSBC PLC is hereby appointed Hungarian Collateral Agent hereunder and under the other Credit Documents governed by the laws of Hungary and each Lender hereby authorizes HSBC PLC to act as Hungarian Collateral Agent in accordance with the terms hereof and such other Credit Documents. HBAP is hereby appointed Revolving Facility Administrative Agent hereunder and under the other Credit Documents and each Revolving Lender hereby authorizes HBAP to act as Revolving Facility Administrative Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and authorizes the Administrative Agent Lenders and the Collateral Agent to take such actions on its behalf and to exercise such powers no Credit Party shall have any rights as are delegated to the Administrative Agent and Collateral Agent by the terms a third-party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documentsan agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Parent or any of its Subsidiaries. Each of Syndication Agent, Bookrunner, and each any Agent described in clause (vi) of the Lenders (including in its capacities as a Lender Counterparty definition thereof, without consent of or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent notice to act as the agent of such Lender and such Issuing Bank for purposes of acquiringany party hereto, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and no Syndication Agent or Bookrunner shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtBookrunner, and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the with immediate effect, by giving prior written notice thereof to Administrative Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders Barclays, Citigroup, Xxxxxxx Xxxxx, Macquarie, MLPFS and Xxxxxx Xxxxxxx is hereby appointed a Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Barclays, Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and Xxxxxx Xxxxxxx to act on its behalf as Bookrunners in accordance with the terms hereof and the other Credit Documents. Each of Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and Xxxxxx Xxxxxxx is hereby appointed a Syndication Agent and Bookrunner hereunder and each Lender hereby authorizes Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and Xxxxxx Xxxxxxx to act as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. Each of KeyBank and Royal Bank is hereby appointed a Documentation Agent hereunder, and each Lender hereby authorizes KeyBank and Royal Bank to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. Barclays is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agents and Documentation Agents, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of Barclays, Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and discretion Xxxxxx Xxxxxxx, in their capacities as are reasonably incidental thereto. In this connection, the Collateral AgentSyndication Agents and Bookrunners, as “collateral agent” and applicable, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of this Section 9. As of the Closing Date, neither of KeyBank or Royal Bank, in their capacity as Documentation Agents shall have any obligations but shall be entitled to all provisions benefits of this ARTICLE VIII and Section 9.03 (as though such co-agents9. Each of any Syndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documentsany Documentation Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Xxxxxx Xxxxxxx is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes appointed the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents and each Lender and Issuing Bank, by its acceptance of the benefits of the Collateral and Guarantees under the Credit Documents, each Hedge Bank party to take such actions on its behalf a Secured Hedging Agreement and each Treasury Services Provider party to exercise such powers a Secured Treasury Services Agreement hereby authorizes Xxxxxx Xxxxxxx to act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all in accordance with the rights terms hereof and the other Credit Documents. Each Lender and Issuing Bank, by its acceptance of the benefits of the Administrative Agent set forth in this Article. The Collateral and Guarantees under the Credit Documents, each Hedge Bank party to a Secured Hedging Agreement and each Treasury Services Provider party to a Secured Treasury Services Agreement hereby authorizes any Other Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities appointed as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Co-Collateral Agent in accordance with Section 9.7(c) to act as a Co-Collateral Agent in accordance with the agent of terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such Lender upon the express conditions contained herein and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all applicable. The provisions of this ARTICLE VIII Section 9 are solely for the benefit of the Agents, Lenders and Section 9.03 (Issuing Banks and no Credit Party shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof; provided that the Borrower shall have the consent right expressly referred to in Section 9.7(c). Without limiting the generality In performing its functions and duties hereunder, each Agent shall act solely as an agent of the foregoingLenders, the Agents are hereby expressly authorized Issuing Banks, each Hedge Bank and each Treasury Services Provider, and does not assume and shall not be deemed to execute have assumed any and all documents (including releases) obligation towards or relationship of agency or trust with respect to or for the Collateral and Borrower or any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsits Subsidiaries.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and (a) The Collateral Agent hereunder may perform its duties and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on exercise its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions rights and powers under this Agreement by or through such agents and custodians as are reasonably incidental thereto. Unless otherwise specifically set forth hereinit shall appoint, provided that the Collateral Agent shall have all not appoint any agent or custodian which fails to meet the rights and benefits requirements of an Eligible Agent (as defined below), without the consent of the Administrative Agent set forth in this ArticleGrantor and the Required Lenders, which consent shall not be unreasonably withheld. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Grantor and each of Lender hereby consent to the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes appointment by the Collateral Agent to act of DTC, PTC, and First Chicago and its affiliates (including First Chicago Trust Company) as the agent of such Lender its agents and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant custodians with respect to the Security Documents Securities Collateral Account. As a condition to secure appointing any other agent or custodian, if such entity is located outside the State of the ObligationsNew York, together with such powers and discretion as are reasonably incidental thereto. In this connectionIllinois or New Jersey, the Collateral Agent, at the expense of the Grantor, shall obtain an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, as “collateral agent” and any co-agentsto the continued perfection of the security interests in the Collateral in favor of the Collateral Agent for the benefit of the Lenders. For purposes hereof, sub-agents and attorneys-in-fact appointed the term "Eligible Agent" shall mean an entity (i) legally qualified to perform the duties delegated to it by the Administrative Collateral Agent and (ii) whose regular business includes the performance of duties similar to those delegated to it by the Collateral Agent. (b)In the event that the Collateral Agent appoints an agent pursuant to Section 8.05 for purposes this Section, each and every remedy, power, right, claim, demand, cause of holding action, estate, title, interest and Lien expressed or enforcing any Lien on intended by this Agreement to be exercised by or vested in or conveyed to the Collateral (or any portion thereof) granted under the Security DocumentsAgent with respect thereto shall be exercisable by and vest in such agent, or for exercising any but only in order to exercise such powers, rights and remedies thereunder at the direction of the Administrative Agentremedies, shall be entitled and every covenant and obligation necessary to the benefits exercise thereof by such agent shall run to and be enforceable by either of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretothem. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtIn particular, and any Permitted Refinancing of any of the foregoing. Without without limiting the generality of the foregoing, upon the Agents are hereby expressly authorized determination by the Collateral Agent that any such agent or custodian may be required, the Collateral Agent may, upon consultation with the Grantor, appoint such agents or custodians to execute hold, maintain, invest, reinvest, collect upon or liquidate any Collateral and all documents (to make such payments or disbursements, including releases) with respect payments and disbursements to the Grantor and the Lenders as the Collateral and Agent shall direct consistent with this Agreement. The Collateral Agent shall have the right to terminate the appointment of any agent or custodian hereunder without the consent of any other party hereto. (c) It shall be a condition to the appointment of any agent or custodian hereunder (other than those specified in the second sentence of paragraph (a) above) that such agent or custodian waive its rights in respect of the Secured Parties with respect thereto Collateral to the same extent as contemplated by and the Collateral Agent has waived its rights in accordance with the provisions of this Agreement and the other Loan Documents.Section 7.08. 7.10

Appointment of Agents. Each of the Lenders GSLP, Xxxxxx Xxxxxxx and Jefferies are hereby appointed Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GSLP, Xxxxxx Xxxxxxx and Jefferies to act on its behalf as Syndication Agents in accordance with the terms hereof and the other Credit Documents. GSLP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent GSLP to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and of the Loan other Credit Documents. Each of Bank of America, DnB, Suntrust and Bank of Nova Scotia is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes each of Bank of America, DnB, Suntrust and Bank of Nova Scotia to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, together with such actions as applicable. The provisions of this Section 9 are solely for the benefit of Agents and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent Lenders and no Credit Party shall have all the any rights and benefits as a third party beneficiary of any of the Administrative Agent set forth in this Articleprovisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Parent, Borrower or any of acquiringtheir respective Subsidiaries. Each Syndication Agent and the Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder (in its capacity as a Syndication Agent or Documentation Agent, respectively) to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion none of GSLP, Xxxxxx Xxxxxxx or Jefferies, in their respective capacities as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, and none of Bank of America, DnB, Suntrust and Bank of Nova Scotia, in their respective capacities as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Documentation Agent, shall have any obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsthe Syndication Agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Documentation Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any Agent described in clause (e) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each Lender and Risk Participant (and each Secured Affiliate and Cash Management Affiliate, by and through its affiliated Lender or Risk Participant), and each Issuing Bank, hereby designates Bank of America as Administrative Agent and Bank of America - Canada Branch as Canadian Administrative Agent, as herein specified and as specified in the Lenders other Financing Documents. Each Lender and Risk Participant (and each Secured Affiliate and Cash Management Affiliate by and through its affiliated Lender or Risk Participant), and each Issuing Bank, hereby irrevocably authorizes each of the Issuing Banks hereby irrevocably appoints Barclays respective Agents to act take such action on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsprovisions of this Agreement, the Notes, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf other Financing Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent and Collateral Agent respective Agents by the terms of the Loan Documents, together with hereof and thereof and such actions and other powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits Bank of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent America agrees to act as Administrative Agent hereunder and Bank of America - Canada Branch agrees to act as Canadian Administrative Agent hereunder, in each case on the agent express terms and conditions contained in this Article 9. Each of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Agents may perform any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-its duties hereunder by or through its agents, sub-agents and employees or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsfact, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits advice of counsel concerning all matters pertaining to such duties. The provisions of this ARTICLE VIII Article 9 are solely for the benefit of the Agents, the Lenders, the Risk Participants and Section 9.03 (as though such co-agents, subagents the Lenders' and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretoRisk Participant's Affiliates. The Lenders acknowledge Borrowers and agree (and each Lender Counterparty the other Credit Parties shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act have no rights as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing third party beneficiaries of any of the foregoingprovisions contained herein. Without limiting the generality of the foregoing, the Agents are hereby Except as expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and otherwise provided in accordance with the provisions of this Agreement and the other Loan Financing Documents, the Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which any of the Agents is entitled to take or assert under this Agreement and the other Financing Documents, including the determination of the applicability of ineligibility criteria with respect to calculation of any portion of the US Borrowing Base or the Canadian Borrowing Base, the making of Agent Advances pursuant to Section 2.28, and the exercise of remedies hereunder and under the other Financing Documents. Any action so taken or not taken shall be deemed to be consented to by the Lenders and Risk Participants.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx and Xxxxxxx Xxxxx are hereby appointed Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs and Xxxxxxx Xxxxx to act on its behalf as Syndication Agents in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx, Xxxxxxx Xxxxx, RBC, MUFG, Xxxxx Fargo and ICBC are hereby appointed in their respective capacities as Bookrunners hereunder, and each Lender hereby authorizes Xxxxxxx Xxxxx, Xxxxxxx Xxxxx, RBC, MUFG, Xxxxx Fargo and ICBC to act in their respective capacities as Bookrunners in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender and L/C Issuer hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Sachs to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Each of the Lenders (including in its capacities as a Lender Counterparty Syndication Agents, without consent of or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent notice to act as the agent of such Lender and such Issuing Bank for purposes of acquiringany party hereto, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant its Affiliates. Notwithstanding anything to the Security Documents to secure contrary herein, neither Xxxxxxx Xxxxx nor Xxxxxxx Xxxxx in their capacity as Syndication 160 Agents, nor Xxxxxxx Xxxxx, Xxxxxxx Xxxxx RBC, MUFG, Xxxxx Fargo and ICBC in their respective capacity as Arrangers or Bookrunners, shall have any of duties, responsibilities or obligations under this Agreement or any other Credit Document nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the ObligationsSyndication Agents, together with Bookrunners or Arrangers, in such powers and discretion as are reasonably incidental thereto. In this connectioncapacity, the Collateral but each Syndication Agent, as “collateral agent” Bookrunner and any co-agentsArranger, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agentin such capacity, shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII the Syndication Agents, Bookrunners and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtArrangers, and any Permitted Refinancing of any Agent described in clause (g) of the foregoingdefinition thereof appointed to serve in a similar capacity may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower. Without limiting the generality of the foregoing, the Agents are parties hereby expressly authorized agree that Xxxxxxx Xxxxx may, without consent of or notice to execute any party hereto, assign any and all documents (including releases) with respect of its rights or obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions date of this Agreement and the other Loan DocumentsAgreement.

Appointment of Agents. Each of DBSI is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of BAS, CS Securities and RBC is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of BAS, CS Securities and RBC to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each of the Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Each of the Syndication Agent and each Co-Documentation Agent shall be released from the restrictions of Section 181 German Civil Code (BGB - Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of Lender, each Issuer and the Lenders and each of the Issuing Banks Swing Loan Lender hereby irrevocably appoints Barclays designates PNC Bank, National Association, to act on its behalf as the Administrative Agent and Collateral Agent hereunder for such Lender, Issuer and Swing Loan Lender under the Loan Documents, and authorizes the Administrative Agent this Agreement and the Collateral other Credit Documents. Each Lender, each Issuer and the Swing Loan Lender hereby irrevocably authorizes each Agent to take such actions action on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Credit Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of such Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and each Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Section 2.7(b), charges and collections received pursuant to this Agreement, for the ratable benefit of the Lenders, the Issuers and the Swing Loan DocumentsLender to the extent entitled thereto. Each Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes), no Agent shall 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 Requisite Lenders, and such instructions shall be binding; provided, however, that no Agent shall be required to take any action which, in such Agent’s discretion, exposes such Agent to liability or which is contrary to this Agreement or the other Credit Documents or Requirement of Law unless such Agent is furnished with an indemnification reasonably satisfactory to such Agent with respect thereto. As of the Closing Date, Jefferies Finance LLC, in its capacity as a Lead Arranger, shall not have any obligations hereunder but shall be entitled to all benefits of this Section 9, and Credit Suisse Securities (USA) LLC, in its capacity as a Lead Arranger and Documentation Agent, shall not have any obligations hereunder but shall be entitled to all benefits of this Section 9.

Appointment of Agents. Each of GSCP and SSB is hereby appointed a Joint Lead Arranger hereunder. GSCP is hereby appointed as Syndication Agent hereunder. Each Senior Lender hereby authorizes each Joint Lead Arranger and Syndication Agent to act as its agents in accordance with the Lenders terms hereof and the other Credit Documents. Bank of America is hereby appointed Documentation Agent hereunder, and each of the Issuing Banks Senior Lender hereby irrevocably appoints Barclays authorizes each Documentation Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Citibank, N.A. hereby resigns as the Administrative Agent and Collateral Agent under the Existing Credit Agreement and each Credit Party and each Lender hereby consents to and approves such resignation and the appointment of CUSA as successor Administrative Agent (for purposes of this Section 9, the terms "Administrative Agent" and "Agent" shall also include CUSA in its capacity as Collateral Agent pursuant to the Collateral Documents) hereunder and under the Loan other Credit Documents, and . Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoother Credit Documents. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and All parties hereto agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Section 9.7 of the Existing Credit Agreement, CUSA shall hereupon succeed to and become vested with (and Citibank, N.A. hereby assigns to the extent necessary) all the rights, powers, privileges and duties of Citibank, N.A. as Administrative Agent under each Collateral Document, Landlord Personal Property Collateral Access Agreement or otherwise and Citibank, N.A. agrees to (i) transfer to CUSA as successor Administrative Agent all sums, Securities and other items of 120 Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of CUSA as successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to CUSA as successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to CUSA as successor Administrative Agent of the security interests created under the Collateral Documents, whereupon Citibank, N.A. as the retiring Administrative Agent shall be discharged from its duties and obligations (in its capacity as Administrative Agent only) under the Existing Credit Agreement or any other Credit Document or hereunder. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof other than the right to receive notices pursuant to the first two sentences of Section 9.7. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective Date, all the respective obligations of (i) GSCP and SSB in its capacity as Joint Lead Arranger and (ii) Bank of America, in its capacity as Documentation Agent, shall terminate.

Appointment of Agents. Each (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Lenders Sub-Custodian’s network to hold Securities and each cash of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf Fund and to exercise carry out such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial appointment of Sub-Custodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Fund and make the necessary determinations as to any such new Sub-Custodian's eligibility. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will ensure that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets. Prior to placing or maintaining the Fund’s assets with a Sub-Custodian, the Custodian shall report to the Fund the material differences, if any, between custodial practices in the United States and the other Loan Documentscountry in which the Fund’s assets will be held by the Sub-Custodian as well as any material risks associated with the custodian practices of such country.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Loan Exchange Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Additional Term Notes, the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement Unrestricted Additional Term Notes and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. Each of the Lenders Lender and each of the Issuing Banks L/C Issuer hereby irrevocably appoints Barclays GE Capital (together with any successor Administrative Agent pursuant to act on its behalf Section 9.09) as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent to (i) execute and deliver the Collateral Agent to Loan Documents and accept delivery thereof on its behalf from any Loan Party, (ii) take such actions action on its behalf and to exercise such all rights, powers and remedies and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents and Collateral Agent by the terms of the Loan Documents, together with (iii) exercise such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor Agent pursuant to Section 9.09) as a Co-Collateral Agent shall have hereunder and authorizes such Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the rights and benefits of the Administrative Agent set forth in this Article. The duties as are expressly delegated to such Co-Collateral Agent shall act as the “collateral agent” under the such Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterpartyii) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with exercise such powers and discretion as are reasonably incidental thereto. In this connectionEach Lender and each L/C Issuer hereby appoints Bank of America as a Co-Collateral Agent hereunder and authorizes such Co-Collateral Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to such Co-Collateral Agent under such Loan Documents and (ii) exercise such powers as are reasonably incidental thereto. Each Lender and each L/C Issuer hereby appoints RBS as Syndication Agent hereunder and authorizes such Syndication Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to such Syndication Agent under such Loan Documents and (ii) exercise such powers as are reasonably incidental thereto. As of the Closing Date, RBS, in its capacity as the Syndication Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (shall have no obligations under this Agreement or any portion thereof) granted under the Security Documentsother Loan Document, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsArticle IX.

Appointment of Agents. Each of the Lenders Wachovia is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf as agent in accordance with the terms hereof and the other Credit Documents. CSFB is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. CSFB is hereby appointed Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of Antares and NCB is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent and each Co-Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion neither Wachovia, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, nor Antares or NCB, in their capacities as “collateral agent” and Co-Documentation Agents, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Anything herein to the contrary notwithstanding, none of this ARTICLE VIII the Lead Arranger, Book Runner, Syndication Agent and Section 9.03 Co-Documentation Agents listed on the cover page hereof shall have any powers (except, in the case of Lead Arranger, as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if expressly set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders herein), duties or responsibilities under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of this Agreement or any of the foregoing. Without limiting the generality of the foregoingother Credit Documents, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the except in its capacity, as applicable, as Administrative Agent, Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsAgent, a Lender or Issuing Bank hereunder.

Appointment of Agents. Each of Crédit Agricole, JPMorgan Chase Bank, N.A., Citizens Bank, N.A., MUFG Union Bank, N.A. and Sumitomo Mitsui Banking Corporation is hereby appointed as a Co-Syndication Agent, and each Lender and Issuing Bank hereby authorizes each Co-Syndication Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. TD Bank, N.A., Capital One, National Association, CoBank, ACB and Compass Bank are hereby appointed as Co-Documentation Agents, and each Lender and Issuing Bank hereby authorizes the Co-Documentation Agents to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of the Lenders and each the Issuing Bank and, by their acceptance of the Issuing Banks benefits hereof and the other Credit Documents, the other Secured Parties, hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and authorizes the Administrative Agent and the Collateral Agent Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent Agent, as applicable by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe provisions of this Section 9 are solely for the benefit of Administrative Agent, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” the Lenders and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtIssuing Banks, and neither Company nor any Permitted Refinancing other Credit Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the foregoing. Without limiting the generality use of the foregoing, the Agents are hereby expressly authorized to execute term “agent” herein or in any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.-170- 105376510

Appointment of Agents. Each of the Lenders GECC is hereby appointed as Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GECC to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of CS Securities, DBSI and RBC Capital is hereby appointed as Co-Documentation Agent hereunder, and each Lender hereby authorizes CS Securities, DBSI and RBC Capital to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of the Syndication Agent and the Co-Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each Lender (and each Secured Affiliate, by and through its affiliated Lender), and each Issuing Bank, hereby designates Bank of America as Administrative Agent and Bank of America - Canada Branch as Canadian Administrative Agent, and Bank of America and General Electric Capital Corporation as the Lenders Collateral Agents, as herein specified and as specified in the other Financing Documents. Each Lender (and each Secured Affiliate by and through its affiliated Lender), and each Issuing Bank, hereby irrevocably authorizes each of the Issuing Banks hereby irrevocably appoints Barclays respective Agents and Collateral Agents to act take such action on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsprovisions of this Agreement, the Notes, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf other Financing Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent respective Agents and Collateral Agent Agents by the terms of the Loan Documents, together with hereof and thereof and such actions and other powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits Bank of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent America agrees to act as Administrative Agent hereunder and Bank of America — Canada Branch agrees to act as Canadian Administrative Agent hereunder, and Bank of America and General Electric Capital Corporation agree to act as Collateral Agents, in each case on the agent express terms and conditions contained in this Article 9. Each of such Lender the Agents and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Agents may perform any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-its duties hereunder by or through its agents, sub-agents and employees or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsfact, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits advice of counsel concerning all matters pertaining to such duties. The provisions of this ARTICLE VIII Article 9 are solely for the benefit of the Agents, the Collateral Agents, the Lenders, and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretoLenders’ Affiliates. The Lenders acknowledge Borrowers and agree (and each Lender Counterparty the other Credit Parties shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act have no rights as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing third party beneficiaries of any of the foregoingprovisions contained herein. Without limiting the generality of the foregoing, the Agents are hereby Except as expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and otherwise provided in accordance with the provisions of this Agreement and the other Loan Financing Documents, the Agents and Collateral Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which any of the Agents or Collateral Agents is entitled to take or assert under this Agreement and the other Financing Documents, including the determination of the applicability of ineligibility criteria with respect to calculation of any portion of the US Borrowing Base or the Canadian Borrowing Base, the making of Agent Advances pursuant to Section 2.28, and the exercise of remedies hereunder and under the other Financing Documents. Any action so taken or not taken shall be deemed to be consented to by the Lenders.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks X.X. Xxxxxx Securities Inc. is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentsappointed Arranger hereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Arranger to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions terms of this Agreement and the other Loan Documents. JPMorgan Chase Bank is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Bank One is hereby appointed Syndication Agent hereunder. Comerica is hereby appointed Documentation Agent hereunder. Each Lender hereby authorizes and confirms the appointment by Administrative Agent of JPMorgan Chase Bank as Collateral Agent under the Collateral Documents and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties under this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Arranger, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the date on which Arranger notifies Borrowers that it has concluded its primary syndication of the Loans and Commitments, all obligations of X.X. Xxxxxx Securities, Inc., in its capacity as Arranger hereunder, shall terminate. Bank One, in its capacity as Syndication Agent, shall have no obligations hereunder. Comerica, in its capacity as Documentation Agent, shall have no obligations hereunder.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Co-Syndication Agent and a Joint Lead Arranger hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GSCP, in such capacities, to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. CIBCWM is hereby appointed a Joint Lead Arranger and each Lender authorizes CIBCWM, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. CIBC is hereby appointed Administrative Agent and Collateral Agent Trustee hereunder and under the Loan other Credit Documents, and each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by Trustee to act in such capacities as its agent in accordance with the terms hereof and the other Credit Documents. DB is hereby appointed Co-Syndication Agent hereunder, and each Lender hereby authorizes DB, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. Fleet is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes Fleet to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof (except as provided in Sections 9.7 and 9.8). In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency’ or trust with or for Holding or any of its Subsidiaries. After the “collateral agent” under the Loan DocumentsClosing Date, and each none of the Lenders (including GSCP, in its capacities as Co-Syndication Agent and a Lender Counterparty Joint Lead Arranger, CIBCWM in its capacity as Joint Lead Arranger, or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act DB, in its capacity as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Co-Syndication Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.