Common use of Agent Capacities Clause in Contracts

Agent Capacities. It is understood and agreed that: (a) JPMorgan (i) is entering into this Agreement solely in its capacity as the First Lien Agent, (ii) the provisions of the RBL Credit Agreement affording rights, privileges, protections, immunities and indemnities to JPMorgan as administrative agent thereunder, including the provisions of the RBL Credit Agreement applicable to JPMorgan as administrative agent thereunder shall also apply to JPMorgan as First Lien Agent hereunder, and (iii) in no event shall JPMorgan incur any liability in connection with this Agreement or be liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the First Lien Agent or any First Lien Secured Party hereunder, all such liability, if any, being expressly waived and released by the parties hereto and any person claiming by, through or under such party; and (b) WT (i) is entering into this Agreement solely in its capacity as the Second Lien Agent, (ii) the provisions of the Second Lien Agreement affording rights, privileges, protections, immunities and indemnities to WT as trustee and collateral agent thereunder shall also apply to WT as Second Lien Agent hereunder, and (iii) in no event shall WT incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Lien Agent or any Second Lien Secured Party hereunder, all such liability, if any, being expressly waived and released by the parties hereto and any person claiming by, through or under such party.

Agent Capacities. It is understood and agreed that: (a) JPMorgan (i) that The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement Agreement, not in its individual capacity, but solely in its capacity capacities as Trustee and Notes Collateral Agent under the First Lien AgentNotes Indenture and the Notes Security Documents and solely for the Notes Secured Parties, (ii) and the provisions of the RBL Credit Agreement affording rights, protections, privileges, protections, indemnities and immunities granted to the trustee and indemnities collateral agent under the Notes Indenture and the Notes Security Documents shall inure to JPMorgan as administrative agent thereunder, including the provisions benefit of the RBL Credit Agreement applicable to JPMorgan as administrative agent thereunder shall also apply to JPMorgan as First Lien Trustee and Notes Collateral Agent herein in such capacities hereunder, and (iii) such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis. It is also understood and agreed that The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement, not in no event shall JPMorgan incur any liability its individual capacity, but solely in connection with this Agreement or be liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the its capacities as Initial-1 Additional First Lien Authorized Representative and Initial-1 Additional First Lien Collateral Agent or any under the Initial-1 Additional First Lien Agreement and the Initial-1 Additional First Lien Security Agreement and solely for the Initial-1 Additional First Lien Secured Party Parties, and the rights, protections, privileges, indemnities and immunities granted to the trustee and collateral agent under the Initial-1 Additional First Lien Agreement and the Initial-1 Additional First Lien Security Agreement shall inure to the benefit of the Initial-1 Additional First Lien Authorized Representative and the Initial-1 Additional First Lien Collateral Agent herein in such capacities hereunder, and such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis. It is further understood and agreed that The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement, not in its individual capacity, but solely in its capacities as Initial-2 Additional First Lien Authorized Representative and Initial-2 Additional First Lien Collateral Agent under the Initial-2 Additional First Lien Agreement and the Initial-2 Additional First Lien Security Agreement and solely for the Initial-2 Additional First Lien Secured Parties, and the rights, protections, privileges, indemnities and immunities granted to the trustee and collateral agent under the Initial-2 Additional First Lien Agreement and the Initial-2 Additional First Lien Security Agreement shall inure to the benefit of the Initial-2 Additional First Lien Authorized Representative and the Initial-2 Additional First Lien Collateral Agent herein in such capacities hereunder, and such rights, protections, privileges, indemnities and immunities are incorporated by reference herein, mutatis mutandis. Except as expressly set forth herein, none of the Trustee, the Notes Collateral Agent, the Initial-1 Additional First Lien Collateral Agent, the Initial-1 Additional First Lien Authorized Representative, the Initial-2 Additional First Lien Authorized Representative or the Initial-2 Additional First Lien Collateral Agent shall have any duties or obligations in respect of any of the Collateral, all of such liabilityduties and obligations, if any, being expressly waived subject to and released governed by the parties hereto applicable Secured Credit Documents. The Trustee and the Notes Collateral Agent shall have no liability for any person claiming byactions in any role under this Agreement to anyone other than the Notes Secured Parties and only then in accordance with the Notes Security Documents. The Initial-1 Additional Authorized Representative and the Initial-1 Additional First Lien Collateral Agent shall have no liability for any actions in any role under this Agreement to anyone other than the holders of the Initial-1 Additional First Lien Obligations and only then in accordance with the Initial-1 Additional First Lien Documents. The Initial-2 Additional Authorized Representative and the Initial-2 Additional First Lien Collateral Agent shall have no liability for any actions in any role under this Agreement to anyone other than the holders of the Initial-2 Additional First Lien Obligations and only then in accordance with the Initial-2 Additional First Lien Documents. For the avoidance of doubt, through or under such party; and notwithstanding anything to the contrary contained herein, in no event shall The Bank of New York Mellon Trust Company, N.A. (b) WT “BNY”), in any capacity hereunder, (i) be under any obligation to exercise discretion herein, and in any case in which BNY, in any of its capacities hereunder, is entering into to provide consent, make a determination, grant approval, or take any like action that would involve discretion, BNY shall be fully protected in relying conclusively on direction from the applicable requisite holders of the applicable Series of First Lien Obligations. BNY shall (i) not be responsible for the preparation or filing of any financing or continuation statements, or for otherwise maintaining the perfection of the lien in any Collateral hereunder (other than, subject to its rights hereunder and under the Secured Credit Documents and the First Lien Security Document, by maintaining possession of possessory collateral delivered to it in accordance with this Agreement solely in its capacity as the Second Lien AgentAgreement), (ii) be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the provisions BNY has been advised of the Second Lien Agreement affording rightslikelihood of such loss or damage and regardless of the form of action, privileges, protections, immunities and indemnities to WT as trustee and collateral agent thereunder shall also apply to WT as Second Lien Agent hereunder, and or (iii) in no event shall WT incur any liability in connection with this Agreement be responsible or be personally liable for any failure or on account delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that BNY shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. The recitals contained herein shall be taken as the statements of the statementsObligors, representations, warranties, covenants and BNY assumes no responsibility for their correctness. BNY makes no representations as to the validity or obligations stated to be those sufficiency of the Second Lien Agent or any Second Lien Secured Party hereunder, all such liability, if any, being expressly waived and released by the parties hereto and any person claiming by, through or under such partythis Agreement.

Agent Capacities. It is understood and agreed that: (a) JPMorgan CS (i) is entering into this Agreement solely in its capacity as the First Lien Facility Agent and the Applicable First Lien Agent, (ii) the provisions of the RBL First Lien Credit Agreement affording rights, privileges, protections, immunities and indemnities to JPMorgan CS as administrative agent thereunder, including the provisions of the RBL First Lien Credit Agreement applicable to JPMorgan CS as administrative agent thereunder shall also apply to JPMorgan CS as First Lien Facility Agent and the Applicable First Lien Agent hereunder, and (iii) in no event shall JPMorgan CS incur any liability in connection with this Agreement or be liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the First Lien Facility Agent or any First Lien Obligations Secured Party hereunder, all such liability, if any, being expressly waived and released by the parties hereto and any person claiming by, through or under such party; and (b) WT CS (i) is entering into this Agreement solely in its capacity as the Second Lien Facility Agent and the Applicable Second Lien Agent, (ii) the provisions of the Second Lien Credit Agreement affording rights, privileges, protections, immunities and indemnities to WT CS as trustee and collateral administrative agent thereunder shall also apply to WT CS as Second Lien Facility Agent and the Applicable Second Lien Agent hereunder, and (iii) in no event shall WT CS incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Lien Agent Obligations Representative or any Second Lien Obligations Secured Party hereunder, all such liability, if any, being expressly waived and released by the parties hereto and any person claiming by, through or under such party.

Agent Capacities. It is understood and agreed that: that (a) JPMorgan (i) is the Initial Credit Agreement Collateral Agent and the Administrative Agent are entering into this Agreement solely in its capacity their capacities as collateral agent and administrative agent, respectively, under the First Lien Agent, (ii) Initial Credit Agreement and the provisions of the RBL Credit Agreement affording rights, privileges, protections, immunities and indemnities to JPMorgan as administrative agent thereunder, including the provisions Section 12 of the RBL Initial Credit Agreement applicable to JPMorgan the Agents (as administrative agent defined therein) thereunder shall also apply to JPMorgan as First Lien the Initial Credit Agreement Collateral Agent hereunder, and (iii) in no event shall JPMorgan incur any liability in connection with this Agreement or be liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the First Lien Administrative Agent or any First Lien Secured Party hereunder, all such liability, if any, being expressly waived hereunder and released by the parties hereto and any person claiming by, through or under such party; and (b) WT (i) is the Initial Additional Collateral Agent and Initial Additional Senior Representative are entering into this Agreement solely in its capacity their capacities as [ ] and [ ] under the Second Lien Agent, (ii) Initial Additional Senior Credit Document and the provisions of Section of the Second Lien Agreement affording rights, privileges, protections, immunities and indemnities Initial Additional Senior Credit Document applicable to WT the Agents (as trustee and collateral agent defined therein) thereunder shall also apply to WT the Initial Additional Collateral Agent and Initial Additional Senior Representative hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as Second of the day and year first above written. By: Name: Title: By: Name: Title: By: Name: Title: By: Name: Title: Reference is made to the First Lien Intercreditor Agreement, dated as of the date hereof among HSBC Bank USA, National Association, as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, and , as Initial Additional Senior Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time the “Intercreditor Agreement”). Capitalized terms used but not defined in this Consent of Grantors (this “Consent”) shall have the meanings assigned to such terms in the Intercreditor Agreement. Each Grantor has read the foregoing Intercreditor Agreement and consents thereto. Each Grantor agrees that it will not, and will cause each of the other Grantors to not, take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no Senior Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each Grantor confirms on behalf of itself and each other Grantor that the foregoing Intercreditor Agreement is for the sole benefit of the Senior Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein. Notwithstanding anything to the contrary in the Intercreditor Agreement or provided herein, each Grantor agrees that no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except to the extent expressly set forth therein. Without limitation to the foregoing, each Grantor agrees to take, and to cause each other Grantor to take, such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Designated Collateral Agent hereundermay reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement. In addition, each Grantor agrees (i) not to grant a security interest in any of its property (A) except as permitted by the Initial Credit Agreement and the Initial Credit Documents, in favor of the Initial Additional Secured Parties without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Credit Agreement Collateral Agent for the benefit of the Initial Credit Agreement Secured Parties, or (B) except as permitted by the Initial Additional Credit Documents, in favor of the Initial Credit Agreement Secured Parties (other than funds deposited for the discharge or defeasance of the Initial Credit Agreement Obligations or for the cash collateralization of any Initial Credit Agreement Obligations) without substantially concurrently granting a security interest pari passu with such security interest in such property to the Initial Additional Collateral Agent for the benefit of the Initial Additional Secured Parties, (ii) not to grant a security interest in any of the Shared Collateral in favor of any Senior Secured Party without substantially concurrently granting a security interest pari passu with such security interest in such Shared Collateral to each Collateral Agent for the benefit of the Senior Secured Parties represented by such Collateral Agent and (iii) to take such further action as is required to effectuate the transfer of Collateral as contemplated by Section 2.09(a) upon a change in no event the Designated Collateral Agent. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Delivery of an executed signature page to this Consent by facsimile or other electronic transmission shall WT incur be as effective as delivery of a manually signed counterpart of this Consent. Notices delivered to any liability in connection with Grantor pursuant to this Agreement or Consent shall be personally liable for or on account delivered to the Company at the following address: [Address] IN WITNESS HEREOF, this Consent is hereby executed by each of the statements, representations, warranties, covenants or obligations stated to be those Grantors as of the Second date first written above. By: Name: Title: By: Name: Title: [FORM OF] JOINDER NO. [ ] dated as of [ ], 20[ ] (the “Joinder Agreement”) to the First Lien Agent or any Second Intercreditor Agreement dated as of [ ], 20[ ], (the “First Lien Secured Party hereunderIntercreditor Agreement”), all such liabilityHSBC Bank USA, if anyNational Association, being expressly waived as Administrative Agent, HSBC Bank USA, National Association, as Initial Credit Agreement Collateral Agent, , as Initial Additional Collateral Agent, , as Initial Additional Senior Representative, and released the additional Senior Representatives from time to time a party thereto and consented to by the parties hereto and any person claiming by, through or under such party.Grantors.1

Agent Capacities. It is understood and agreed that: (a) JPMorgan (i) DB is entering into this Agreement solely in its capacity as the First Lien Facility Agent and the Applicable First Lien Agent, (ii) the provisions of the RBL First Lien Credit Agreement affording rights, privileges, protections, immunities and indemnities to JPMorgan DB as administrative agent thereunder, including the provisions of the RBL First Lien Credit Agreement applicable to JPMorgan DB as administrative agent thereunder shall also apply to JPMorgan DB as First Lien Facility Agent and the Applicable First Lien Agent hereunder, and (iii) in no event shall JPMorgan DB incur any liability in connection with this Agreement or be liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the First Lien Facility Agent or any First Lien Obligations Secured Party hereunder, all such liability, if any, being expressly waived and released by the parties hereto and any person claiming by, through or under such party; and (b) WT (i) US Bank is entering into this Agreement solely in its capacity as the Second Junior Lien AgentNotes Collateral Agent and the Applicable Junior Lien Agent and pursuant to directions set forth in the Junior Lien Notes Indenture, and in so doing, shall not be responsible for the terms or sufficiency of this Agreement for any purpose, (ii) the US Bank shall not have duties or obligations under or pursuant to this Agreement other than such duties or obligations expressly set forth in this Agreement as duties or obligations on its part to be performed or observed, (iii) the provisions of the Second Junior Lien Agreement Notes Indenture affording rights, privileges, protections, immunities and indemnities to WT as trustee and collateral agent US Bank thereunder shall also apply to WT US Bank as Second Junior Lien Notes Collateral Agent and the Applicable Junior Lien Agent hereunder, and (iiiiv) in no event shall WT US Bank incur any liability in connection with this Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Second Junior Lien Notes Collateral Agent or any Second Junior Lien Obligations Secured Party hereunder, all such liability, if any, being expressly waived and released by the parties hereto and any person claiming by, through or under such party.