Common use of 01Appointment and Authority Clause in Contracts

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank hereby irrevocably appoints PNC Bank, National Association to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII and Article VIII (including Section 8.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. ​ (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank hereby irrevocably appoints PNC Bank, National Association to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.. ​ (b) The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII and Article VIII (including Section 8.04(c), as though such co-co- agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Lenders and each Issuing Bank L/C Issuer hereby irrevocably appoints PNC Bank, National Association Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuers, and neither ​ ​ ​ the Borrower, its Subsidiaries, and the Company nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, a potential Cash Management Bank and a potential Cash Management PLOC Bank) and the Issuing Banks each L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender and such Issuing Bank L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII X (including Section 8.04(c10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Lenders hereby irrevocably appoints PNC Bank, National Association JPMorgan to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article IX are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agent” Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management BankLender) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent)Agents, shall be entitled to the benefits of all provisions of this Article VII ​ IX and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Lenders and each Issuing Bank L/C Issuer hereby irrevocably appoints PNC Bank, National Association Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for as expressly provided in Section 7.10 and Section 7.15(e)9.06 or 9.10, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuers, and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates Borrower shall not have rights as a third-third party beneficiary of any of such provisionsprovisions (other than the rights of the Borrower and the Subsidiaries as set forth in Section 9.06 and the provisions of Section 9.10). It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender and such Issuing Bank the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and ​ ​ remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Lenders hereby irrevocably appoints PNC BankAthyrium Opportunities IV Co-Invest 1 LP, National Association a Delaware limited partnership, to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 10.05 for purposes of holding or enforcing any Lien on ​ the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII X and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. (c) In relation to the French Securities Account Pledge Agreement: (i) each other Secured Party: (A) appoints the Administrative Agent to act as security agent (agent des sûretés) pursuant to articles 2488-6 et seq. of the French Code civil in respect of the French Securities Account Pledge Agreement; and (B) irrevocably authorizes the Administrative Agent acting as security agent (agent des sûretés) within the meaning of article 2488-6 of the French Code civil without limitation and notwithstanding any other rights conferred upon the Administrative Agent under this Agreement: (I) to negotiate, accept and execute in its name and for the benefit of each other Secured Party the French Securities Account Pledge Agreement (and any ancillary document in connection therewith); (II) to take, register, administer and enforce any Lien created or expressed to be created pursuant to the French Securities Account Pledge Agreement; (III) to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the French Securities Account Pledge Agreement, and more generally to take any action and exercise any right, power, prerogative and discretion upon the terms and conditions set out in this Agreement or under or in connection with the French Securities Account Pledge Agreement and to protect the rights of the Secured Parties under or in connection with any Collateral created thereunder, in each case together with any other right, power, prerogative and discretion which is incidental thereto; (IV) in accordance with Section 10.09(a) below, to release Collateral granted under the French Securities Account Pledge Agreement; and (V) to take any action and exercise any right, power, authority and discretion in accordance with the Loan Documents. (ii) the Administrative Agent accepts its appointment as "agent des sûretés" pursuant to this Section 10.01 for so long as this Agreement is in force or the French Securities Account Pledge Agreement or claim in respect thereof exists, and declares that it holds in its own name the Collateral created or expressed to be created pursuant to the French Securities Account Pledge Agreement in its capacity as security agent (agent des sûretés) pursuant to articles 2488-6 et seq. of the French Code civil for the benefit of the Secured Parties on the terms contained in this Agreement, and accordingly any action taken ​ by the Administrative Agent in connection with or for the purposes of the Collateral governed by French law and the French Securities Account Pledge Agreement in accordance with this Agreement and the French Securities Account Pledge Agreement shall be deemed to be taken by the Administrative Agent acting as security agent (agent des sûretés) in its own name and for the benefit of the Secured Parties. (iii) each other Secured Party acknowledges that the Administrative Agent (acting as security agent (agent des sûretés)) shall not be liable on its own estate (patrimoine propre) for the payment of any Soulte that would be payable to the pledgor under the French Securities Account Pledge Agreement as a result of the enforcement of Collateral created pursuant to the French Securities Account Pledge Agreement. (iv) each other Secured Party agrees that, to the fullest extent permitted by law, the Administrative Agent (acting as security agent (agent des sûretés) appointed pursuant to this Section 10.01) shall be entitled to exercise all rights and benefit from all protections conferred upon the Administrative Agent under this Agreement and any other Loan Documents. (v) each Secured Party agrees that any change of the Administrative Agent acting as security agent (agent des sûretés) (remplacement conventionnel or remplacement judiciaire) appointed pursuant to this Section 10.01 shall be made in accordance with Section 10.06 and article 2488-11 of the French Code civil. (vi) each Secured Party agrees that, notwithstanding any other provision of this Agreement to the contrary, this Section 10.01(c), insofar as it relates to the French Securities Account Pledge Agreement and the role of the Administrative Agent acting as security agent (agent des sûretés) in respect thereof, shall be governed by French law. (vii) payment of the Soulte: (A) if, following any enforcement of the relevant French Collateral, a Soulte is owed by the Secured Parties to any Loan Party, that Loan Party agrees that such Soulte shall only become due and payable by the relevant Secured Parties on the earlier of: (I) the date falling 12 months after the date of the enforcement of the relevant French Collateral; and (II) the date referred to in Section 10.09(a)(i) below; and (B) for the avoidance of doubt, the obligations of each Secured Party to pay its proportionate share of any Soulte are several (conjointes et non solidaires).

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Lenders and each Issuing Bank L/C Issuer hereby irrevocably appoints PNC Bank, National Association Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for as expressly provided in Section 7.10 and Section 7.15(e)9.06 or 9.10, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuers, and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates Borrower shall not have rights as a third-third party beneficiary of any of such provisionsprovisions (other than the rights of the Borrower and the Subsidiaries as set forth in Section 9.06 and the provisions of Section 9.10). It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender and such Issuing Bank the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof ​ ​ ​ ​ -120- ​ ​ ​ thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Lenders and each Issuing Bank hereby irrevocably herebyirrevocably appoints PNC Bank, National Association Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan otherLoan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers suchpowers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers andpowers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article (other thanSection 8.09 ) are solely for the forthe benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing Banks, Banks and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates Related Parties, and(other than with respect toSection 8.09 ) neither Holdings nor any Subsidiary thereof shall not have rights as a third-party thirdparty beneficiary of any of such provisions. It xxxxxxxxxx.Xx is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other anyother similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied otherimplied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead such term is used as a matter amatter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting partiescontractingparties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the ofthe Lenders (including in its capacities capacity as a potential Hedge Bank and a potential Secured Hedging Provider or Cash Management Bank) and the Issuing theIssuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender suchLender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted Collateralgranted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably arereasonably incidental theretothereto (including, without limitation, to enter into additional Loan Documents or supplementsto existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “Collateral Agentas“collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII and Article VIII (including Section 8.04(c), as though such coAgent-116-agents, sub141683210_5 163765871_7 22-agents and attorneys31184-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.1 C1.1 P138

01Appointment and Authority. (a) Each of the Lenders, Lenders and the Swing Line Bank and each Issuing Bank L/C Issuer hereby irrevocably appoints PNC Bank, National Association HSBC Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, and each of the Lenders and the L/C Issuer irrevocably authorizes the Administrative Agent, on its behalf, to enter into and ​ ​ deliver each Security Document. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuer, and the Borrower, its Subsidiaries, and the no Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use Each of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to Lenders and the L/C Issuer authorize the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine accept the parallel debt provisions as included in each of any applicable the Loan Documents governed by Dutch 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. (b) In its capacity, the Administrative Agent is a “representative” of the Credit Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender confirms its authority for the Administrative Agent entering into each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Credit Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Credit Parties upon the terms of the Security Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Credit Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Credit Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 10.01; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Company to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) (a) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent on the Collateral that was sold or transferred or (b) release any Guaranty provided by any Subsidiary if the assets sold or transferred constitute all of the Equity Interests directly or indirectly owned by the Company in such Subsidiary; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Borrower or any Subsidiary in respect of) all interests retained by any Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (i) Subject to the terms of this Agreement, the Administrative Agent shall have the right to administer and enforce this Agreement on behalf of the Credit Parties, and the other Security Documents to which it is a party and to foreclose upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of the Credit Parties, as provided in this Agreement, and otherwise to perform its duties and obligations as the representative of the Credit Parties thereunder in accordance with the terms hereof. The ​ ​ ​ Administrative Agent shall have no duties or responsibilities except those expressly set forth in the Security Documents to which it is a party as Administrative Agent, and no implied covenants or obligations shall be read into any such Security Documents against the Administrative Agent, and its duties thereunder shall be administrative in nature only, whether or not a default has occurred and is continuing. (ii) The Administrative Agent shall also act as not be responsible to the “Collateral Agent” under other Credit Parties for (A) the Loan Documents, and each performance or observance by any Borrower or any of the Lenders Credit Parties (including in its capacities other than as a potential Hedge Bank and a potential Cash Management Bankto itself) and the Issuing Banks hereby irrevocably appoints and authorizes of any of their respective agreements contained herein or therein, nor shall the Administrative Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to act as itself) or (B) the Collateral Agent validity, perfection, priority or enforceability of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all the Liens on Collateral granted by in any of the Collateral Granting Loan PartiesCollateral, AROP whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the Manager/GP Guarantor to secure any of the Obligationsextent such action or omission constitutes gross negligence, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 for purposes of holding or enforcing any Lien willful misconduct on the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction part of the Administrative Agent), the validity of the title to the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be entitled liable or responsible to the benefits Lenders for any action taken or omitted to be taken by it or them hereunder or in connection herewith, (y) with the consent or at the request of all provisions the Required Lenders or (z) in the absence of this Article VII and Article VIII (including Section 8.04(c)its or their own gross negligence or willful misconduct, as though such co-agentsand to the extent determined by a court of competent jurisdiction. (iii) In the event that the Administrative Agent is required to acquire title to an asset for any reason, sub-agents and attorneys-in-fact were or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Administrative Agent’s sole discretion may cause the Administrative Agent to be considered an “collateral agentowner or operator” under the Loan Documentsprovisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the Administrative Agent to incur liability under CERCLA or any other federal, state or local law, the Administrative Agent reserves the right, instead of taking such action, to either resign as the Administrative Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Except for such claims or actions arising directly from the gross negligence or willful misconduct of the Administrative Agent, the Administrative Agent shall not be liable to any person or entity for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Administrative Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time after any foreclosure on the Collateral (or a transfer in lieu of foreclosure) upon the exercise of remedies in accordance with the Security Documents it is necessary or advisable to take possession, own, operate or manage any portion of the Collateral by any person or entity other than the Borrower, the Administrative Agent shall appoint an appropriately qualified Person to possess, own, operate or manage such Collateral. (iv) The powers conferred on the Administrative Agent under this Agreement and related Security Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received by it, the Administrative Agent shall have no other duty as to the Collateral, whether or not the ​ ​ ​ Administrative Agent or any of the other Lenders or L/C Issuer has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. The Administrative Agent xxxxxx agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if set forth in full herein with respect theretosuch Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Lenders and each Issuing Bank L/C Issuer hereby irrevocably appoints PNC Bank, National Association JPMCB to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuers, and neither the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agent” Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management BankLender), Swing Line Lender (if applicable) and the Issuing Banks each L/C Issuer hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent)Agents, shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. (c) Each of the Lenders, for itself and on behalf of any of its Affiliates, and each L/C Issuer hereby irrevocably appoints JPMCB, in its capacity as Administrative Agent and Collateral Agent, to act as its agent under the Intercreditor Agreement and authorizes JPMCB, in its capacity as Administrative Agent and Collateral Agent, to execute the Intercreditor Agreement on its behalf and to take such actions on its behalf and to exercise such powers as are delegated to JPMCB, in its capacity as Administrative Agent and Collateral Agent, by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. US 7504294v.5 CHA715/10017​ ​

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Lenders hereby irrevocably appoints PNC Bank, National Association JPMorgan to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article IX are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agent” Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management BankLender) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent)Agents, shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Lenders hereby irrevocably appoints PNC BankMadryn Fund Administration, National Association LLC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII X and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Lenders and each Issuing Bank L/C Issuer hereby irrevocably appoints PNC Bank, National Association Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and ​ ​ to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for as expressly provided in Section 7.10 and Section 7.15(e)9.06 or 9.10, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuers, and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates Borrower shall not have rights as a third-third party beneficiary of any of such provisionsprovisions (other than the rights of the Borrower and the Subsidiaries as set forth in Section 9.06 and the provisions of Section 9.10). It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender and such Issuing Bank the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Lenders hereby irrevocably appoints PNC BankMadryn Fund Administration, National Association LLC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII X and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, Lenders and the Swing Line Bank and each Issuing Bank Letter of Credit Issuer hereby irrevocably appoints PNC Bank, National Association BMO to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksLetter of Credit Issuer, and the Borrower, its Subsidiaries, and the other no Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent alone shall also act be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any Reserve, or whether any conditions to funding any Loan or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from liability to any Lender or other Person for any error in judgment or mistake. Without limiting the powers of the Administrative Agent, for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the “Collateral Agent” under laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Loan DocumentsParty, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to act as the Collateral Agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any hypothecary representative of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor to secure any creditors as contemplated under Article 2692 of the ObligationsCivil Code of Québec (in such capacity, together with the “Attorney”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and discretion duties that are conferred upon the Attorney under any related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as are reasonably incidental thereto. In this connectionmay be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Administrative AgentAgent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties and Loan Parties. Any person who becomes a Secured Party shall, by its execution of an Assignment and Acceptance Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as “Collateral Agent” and any co-agentsof the date it becomes a Secured Party, sub-agents and attorneys-in-fact appointed all actions taken by the Attorney in such capacity. The substitution of the Administrative Agent pursuant to the provisions of Section 7.05 for purposes of holding or enforcing any Lien on 10.06 also constitute the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction substitution of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII and Article VIII (including Section 8.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretoAttorney.

01Appointment and Authority. (a) Each of the Lenders, Lenders and the Swing Line Bank and each Issuing Bank L/C Issuer hereby irrevocably appoints PNC Bank, National Association Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuer, and neither the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender and such Issuing Bank the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Rights as a Lender.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Swingline Lender and each Issuing Bank the L/C Issuer hereby irrevocably appoints PNC Bank, National Association Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Swingline Lender and the Issuing BanksL/C Issuer, and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates Borrower shall not have rights as a third-third party beneficiary of any of such provisionsprovisions other than its rights under Section 9.10. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.​ ​ ​ (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) ), the Swingline Lender and the Issuing Banks L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender, the Swingline Lender and such Issuing Bank the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII ARTICLE IX and Article VIII ARTICLE X (including Section 8.04(c10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the LendersLenders (in its capacities as a Lender, the Swing Line potential Hedge Bank and each Issuing Bank potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints PNC Bank, National Association Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The ​ provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuer, and neither the Borrower, its Subsidiaries, and the Company nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender, potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender and such Issuing Bank the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII X (including Section 8.04(c10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Purchasers hereby irrevocably appoints PNC BankWilmington Savings Fund Society, National Association FSB to act on its behalf as the Administrative Agent hereunder and under the other Loan Note Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, and to act as the agent of such Purchaser for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Note Parties to secure any of the Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the Issuing BanksPurchasers, and neither the Borrower, its Subsidiaries, and the Issuer nor any other Loan Parties or any of their respective Affiliates Note Party shall not have rights as a third-party beneficiary of any of such provisionsprovisions (other than as expressly provided herein). It is understood and agreed that the use of the term “agent” herein or in any other Loan Note Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII XI and Article VIII (including Section 8.04(c)XII, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) Note Documents as if set forth in full herein with respect thereto. (c) Each Purchaser hereby acknowledges that it has received and reviewed the Collateral Documents and the Intercreditor Agreement and agrees to be bound by the terms thereof. The Agent is hereby authorized to enter into the Collateral Documents and the Intercreditor Agreement and each Purchaser agrees to be bound by the terms thereof and directs the Agent to enter into such Intercreditor Agreement on behalf of such Purchaser. (d) [Reserved]. (e) The Agent is hereby authorized to enter into any WC Intercreditor Agreement or subordination agreement contemplated by Section 8.03(f), in each case, consistent with the terms of this Agreement, and each Purchaser agrees to be bound by the terms thereof and directs the Agent to enter into such WC Intercreditor Agreement on behalf of such Purchaser in connection with a Working Capital Facility or such subordination agreement on behalf of such Purchaser and agrees that the Agent may take such actions on its behalf as is contemplated by the terms of such WC Intercreditor Agreement or such subordination agreement. In addition, each Purchaser, the Agent acknowledge and agree that (a) the exercise of any rights and remedies of the Agent and the Purchasers hereunder and under the other Note Documents as a secured creditor solely in respect of any Working Capital Priority Collateral shall be subject to such WC Intercreditor Agreement and (b) in the event of any conflict between the provisions of such WC Intercreditor Agreement and the provisions of this Agreement or the other Note Documents, the provisions of such WC Intercreditor Agreement shall govern. (f) To the extent a decision or action requires the consent of the Required Purchasers, the Agent shall only act (or refrain from acting) at the direction of the Required Purchasers. Notwithstanding the foregoing, the Agent may exercise any discretionary rights and powers expressly contemplated hereby ​ ​ ​ or by the other Note Documents or otherwise delegated to the Agent under any Note Document at the direction of the Required Purchasers and without the consent of any other Purchaser.

01Appointment and Authority. (a) Each of the Lenders, Lenders and the Swing Line Bank and each Issuing Bank L/C Issuers hereby irrevocably appoints PNC Bank, National Association Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are ​ solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuers, and the Borrower, its Subsidiaries, and the other Loan Parties or any of their respective Affiliates Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” for the Credit Parties under the Loan DocumentsDocuments and the Intercreditor Agreement, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent agent of such Lender and such Issuing Bank L/C Issuer for purposes of receiving payments from the Loan Parties and paying such amounts in accordance with the Intercreditor Agreement, acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII X (including Section 8.04(c10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Lenders hereby irrevocably appoints PNC BankMadryn Fund Administration, National Association LLC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII X and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank and each Issuing Bank Lenders hereby irrevocably appoints PNC BankMadryn Fund Administration, National Association LLC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Swing Line Bank and the Issuing Banks, and the Borrower, its Subsidiaries, and the Borrower nor any other Loan Parties or any of their respective Affiliates Party shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII X and Article VIII XI (including Section 8.04(c11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

01Appointment and Authority. (a) Each of the Lenders, the Swing Line Bank Lender and each Issuing Bank the L/C Issuer hereby irrevocably appoints PNC Bank, National Association Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 7.10 and Section 7.15(e), the The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the Issuing BanksL/C Issuer, and the Borrower, its Subsidiaries, and the other no Loan Parties Party or any of their respective Affiliates Subsidiary thereof shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each Each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management BankLender) and the Issuing Banks Swing Line Lender hereby irrevocably appoints Xxxxx Fargo as Collateral Agent and authorizes the Administrative Collateral Agent to act as the Collateral Agent 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 Collateral Granting Loan Parties, AROP or the Manager/GP Guarantor Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Collateral Agent, as “Collateral Agentcollateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 7.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Collateral Agent), shall be entitled to the benefits of all provisions of this Article VII IX and Article VIII X (including Section 8.04(c10.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) , as if set forth in full herein with respect thereto. (c) Each of the Term Lenders hereby irrevocably appoints Xxxxx Fargo to act on its behalf as the Term Loan Agent hereunder and under the other Loan Documents and authorizes the Term Loan Agent to take such actions on its behalf and to exercise such powers as are delegated to the Term Loan Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Term Loan Agent and the Term Lenders, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.