Common use of Appointment and Authority Clause in Contracts

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is hereby appointed as Administrative Agent hereunder and under each other Loan Document, and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein (including in its role as “Collateral Agent”), together with such other powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither the Company nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 each L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders, FSB is hereby appointed as Administrative Agent hereunder and under each other Loan Document, and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for by accepting the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions benefits of this Agreement and the other Loan Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are set forth herein or therein delegated to Macquarie Capital Funding LLC (including in its role capacity as “a Collateral Agent”)) by the terms hereof or thereof, together with such other actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. In addition Administrative Agent Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third-party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Credit Documents (or any other similar term) with reference to the Administrative Agent and/or the Collateral an 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) Wilmington Savings Fund Society, FSB shall also act as . Each Lender irrevocably authorizes the “Collateral Agent” under the Loan Documents, Administrative Agent and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as execute and deliver the agent of Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such Lender for purposes of acquiringaction, holding and enforcing any to exercise the powers, rights and all Liens on Collateral, together remedies granted to the Administrative Agent and the Collateral Agent thereunder and with such powers and discretion as are reasonably incidental respect thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuer, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders (in its capacities as a Lender, FSB is Swing Line Lender (if applicable), potential Hedge Bank, potential Cash Management Bank and potential PBLOC Bank) and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither any Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Bank, potential Cash Management Bank and potential PBLOC Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and the Borrower and its Subsidiaries shall not be deemed to have assumed, no rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have Except as expressly provided in Section 10.06, the power to issue and is hereby authorized by provisions of this Article are solely for the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and no Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 10.05 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 X and Article XI (including Section 11.04(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. The Lenders authorize the Administrative Agent to enter into one or more intercreditor agreements with a Receivables Financier in connection with a Permitted Receivables Financing.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably the CAM Agreement and authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article IX are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and no Borrower shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan DocumentsDocuments and the CAM Agreement, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent Agent, the Lenders and the L/C Issuers, and neither any Borrower nor any other Loan Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunderany of such provisions, except as directed by the Lenders set forth in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship Section 9.06 with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, appointing a successor Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerdescribed in such Section. 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund SocietyThe Administrative Agent, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Cash Management Bank, a potential Hedge Bank, and a potential LOC Bank), the L/C Issuers and the Swing Line Lender hereby irrevocably appoints and authorizes the Collateral Agent Bank of America to act as the collateral agent of (in such Lender capacity, the “Collateral Agent”) under the Loan Documents for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have Except as expressly provided in Section 10.06, the power to issue and is hereby authorized by provisions of this Article are solely for the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and no Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 10.05 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 X and Article XI (including Section 11.04(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. The Lenders authorize the Administrative Agent to enter into any Permitted Intercreditor Agreement and one or more intercreditor agreements with a Receivables Financier in connection with a Permitted Receivables Financing.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders hereby irrevocably appoints Bank of America, FSB is hereby appointed N.A. to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent Each of the Lenders hereby irrevocably appoints U.S. Bank National Association to act on its behalf as the Co-Collateral Agent hereunder and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. It is understood and agreed that under the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference and authorizes the Co-Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and/or the Co-Collateral Agent is not intended to connote any fiduciary 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 Administrative Agent, the Co-Collateral Agent and the Lenders, and none of the Borrowers and the other implied (or express) obligations arising under agency doctrine Loan Party shall have rights as a third party beneficiary of any applicable law. Instead of such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesprovisions. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender) and the Co-Collateral Agent hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and Co-Collateral Agent for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrowers shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 each L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Borrowers 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 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders, FSB is L/C Issuer and Swing Line Lender hereby appointed irrevocably appoints XXX Xxxxxx Bank to act on its behalf as Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article 11 are solely for the benefit of Administrative Agent Agent, Xxxxxxx, L/C Issuer and Swing Line Lender, and neither Borrower nor any other Obligated Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third-party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including for itself and its Affiliates in their capacities as potential Bank Product Providers) and L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Obligated Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 11.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent, shall be entitled to the benefits of all provisions of this Article 11 and Article 12 (including Section 12.1(b), 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders hereby appointed irrevocably designates and appoints Fifth Third to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrowers nor any Subsidiary thereof shall have the power to issue rights as a third party beneficiary of any of such provisions (other than this paragraph (a), Section 10.8 and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for BorrowerSection 10.10). 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential party to a Hedging Transaction or Treasury Management Bank) hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Creditors). In connection therewith, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this ARTICLE X for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of ARTICLE X and ARTICLE XI (including Section 11.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders Lenders, the L/C Issuer, the potential Swap Banks and the potential Treasury Management Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 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 X and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders hereby irrevocably appoints Athyrium Opportunities III Acquisition LP, FSB is hereby appointed a Delaware limited partnership, to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Except for the rights of the Borrower under Section 10.06, the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 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 X and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each of the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), party to any Secured Swap Contract and party to any Secured Cash Management Agreement) and each of the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Lender hereby appointed irrevocably designates and appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lender, and neither the Borrower nor any of its Subsidiaries shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XIII and Article XIV (including Section 14.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Lender hereby appointed irrevocably designates and appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Articles XI and XII (including Section 12.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuer, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the L/C Issuer hereby irrevocably appoints, FSB is hereby appointed designates and authorizes Credit Suisse to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and 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. Each of the Lenders, the Administrative Agent and the L/C Issuer hereby irrevocably appoints, designates and authorizes Silicon Valley Bank to act on its behalf as the Lenders are obligated or entitled Collateral Agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to take under such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each of the Administrative Agent and the Collateral Agent is hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein (ii) negotiate, enforce or therein (including in its role as “Collateral Agent”)the settle any claim, together with such other powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by action or proceeding affecting the Lenders in connection therewith if and to their capacity as such, at the extent such Lenders have direction of the right to so direct hereunderRequired Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason The provisions of this Agreement. In performing its functions and duties under this AgreementArticle are solely for the benefit of the Administrative Agent, Administrative Agent shall act solely as agent of the Collateral Agent, the Lenders and does not assumethe L/C Issuer, and neither the Borrowers nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints KeyBank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrowers nor any other Loan Party shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article XI (including Section 11.05(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured 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 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders hereby irrevocably appoints Xxxxx Fargo Bank, FSB is hereby appointed N.A. to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents , and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have any rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch provisions. It is understood and agreed that the use of the term “"agent” " herein or in any other Loan Documents Document (or any other similar term) with reference to the Administrative Agent and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations obligation arising under agency doctrine of any applicable lawLaw. Instead such term is used sued as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agent” "collateral agent" under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by the Borrower 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 10.05 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each Issuing Bank hereby appointed irrevocably appoints JPM to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for and the Lenders and Collateral Agent to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent and Collateral Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason The provisions of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act Article are solely as agent for the benefit of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or and the Collateral Agent is not intended to connote Agent, the Lenders, the Issuing Banks and the other Secured Parties, and none of Holdings or any fiduciary or other implied (or express) obligations arising under agency doctrine of its Subsidiaries shall have rights as a third party beneficiary of any applicable law. Instead of such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesprovisions. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders and the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent and Collateral Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.03 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) By accepting the benefits of the Collateral and the Guarantees provided under the Loan Documents, each Secured Party that is a party to any Swap Agreement the obligations under which constitute Secured Swap Obligations (including, for the avoidance of doubt, each Existing Swap Dealer, shall be deemed to have appointed and authorized each of the Administrative Agent and the Collateral Agent to serve as the administrative agent and the collateral agent, respectively, under the Loan Documents and to have agreed to be bound by the Loan Documents as a Secured Party thereunder.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes of the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and no Borrower shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Wilmington Savings Fund Society, FSB Bank of America shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Cash Management Bank, potential Hedge Bank and potential Supply Chain Finance Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Agent Bank of America to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Bank of America, as “collateral agent”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 9 and Article 11 (including Section 11.04(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; provided that to the extent the L/C Issuer is entitled to indemnification under this Section 9.01 solely in connection with its role as the L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify the L/C Issuer in accordance with this Section 9.01.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Citibank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither Borrower shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 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 X and Article XI (including Section 1104(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Barclays Bank PLC to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third-party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Wilmington Savings Fund Society, FSB 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 Cash Management Bank and potential Hedge Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 9 and Article 10 (including Section 10.04(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; provided that to the extent an L/C Issuer is entitled to indemnification under this Section 9.01 solely in connection with its role as an L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with this Section 9.01. The provisions of this Article 9 shall survive the payment in full of the Obligations, the termination of the Commitments and the termination of this Agreement.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Bank and potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each Secured Party hereby appointed irrevocably appoints and designates M&T as the Administrative Agent hereunder under all Loan Documents and under each other Loan DocumentM&T hereby accepts such appointments. The Administrative Agent may, and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably Secured Party authorizes the Administrative Agent to, enter into all Loan Documents to act as agent which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders and to take such actions as the Lenders are obligated or entitled to take under in accordance with the provisions of this Agreement the Loan Documents, and the other Loan Documents and to exercise such powers as are by the Administrative Agent or Required Lenders of any rights or remedies set forth herein or therein (including in its role as “Collateral Agent”)therein, together with such all other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. In addition The provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of such provisions. Without limiting the generality of the foregoing, the Administrative Agent shall have the power sole and exclusive authority to issue (a) act as the disbursing and is hereby authorized by collecting agent for the Lenders with respect to issue all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Lenders’ consents Administrative Agent shall be ministerial and approvals administrative in nature, and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect any Secured Party, Participant or other person, by reason of any Loan Document or any transaction relating thereto. The Administrative Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender by reason of this Agreementor other person for any error in judgment. In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume, assume and shall not be deemed to have assumed, assumed any obligations toward obligation towards or relationship of agency or trust with or for Borrowerthe Borrowers or any of their respective Subsidiaries or Affiliates. It is understood and agreed that Without limiting the generality of the foregoing, the use of the term “agent” herein or in any other Loan Documents (or any other similar term) this Agreement with reference to the Administrative Agent and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each Each of the Lenders hereby irrevocably appoints appoints, designates and authorizes the Collateral Agent to act take such action on its behalf under the provisions of this Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the agent terms of such Lender for purposes of acquiring, holding and enforcing this Agreement or any and all Liens on CollateralCollateral Document, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the Collateral Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Loan Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Loan Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints each Agent to act on its behalf as Administrative its Agent hereunder and under each the other Loan Document, Documents and authorizes each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to such Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental or related thereto. In addition Administrative Agent shall have The provisions of this Article IX (other than Sections 9.01, 9.06 and 9.09 through and including 9.12) are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and shall not be deemed to have assumedno Loan Party has rights as a third party beneficiary of any of such provisions. Without limiting the generality of the foregoing, any obligations toward or relationship of agency or trust with or for Borrower. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) this Agreement with reference to the Administrative Agent and/or or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Wilmington Savings Fund Society, FSB 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 Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured 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 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 IX and Article X (including the second paragraph of Section 10.05), 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. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to (i) execute any and all documents (including releases and Customary Intercreditor Agreements) with respect to the Collateral and the Guaranty (including any amendment, supplement, modification or joinder with respect thereto) and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Bank hereby appointed irrevocably appoints Regions Bank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Section are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Bank, and no Loan Party nor any of its Subsidiaries shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each Each of the Lenders hereby irrevocably appoints appoints, designates and authorizes the Collateral Agent to act take such action on its behalf under the provisions of this Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the agent terms of such Lender for purposes of acquiring, holding and enforcing this Agreement or any and all Liens on CollateralCollateral Document, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the Collateral Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Loan Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Loan Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the LC Issuer hereby appointed irrevocably appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe LC Issuer, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. It is understood and agreed that the use of the term “agent” herein or in any other no Loan Documents (Party or any other similar term) with reference to the Administrative Agent and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine Subsidiary thereof shall have rights as a third party beneficiary of any applicable law. Instead of such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesprovisions. (b) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each Each of the Lenders (in its capacities as a Lender) and the LC Issuer hereby irrevocably appoints Xxxxx Fargo as the Administrative Agent and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(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 Lender authorizes and directs the Administrative Agent to enter into this Agreement and the other Loan Documents. Each Lender agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the terms of this Agreement or the other Loan Documents and the exercise by the Administrative Agent or Required Lenders of their respective powers set forth herein or therein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each Issuing Lender hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lenders, and neither the Borrower nor any Restricted Subsidiary thereof shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and each Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles XII and XIII (including Section 13.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each of the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither the Company nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), party to any Secured Swap Contract and party to any Secured Cash Management Agreement) and each of the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 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 IX and Article X (including Section 10.04(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. Without limiting the powers of the collateral agent pursuant to the terms hereof or of the other Loan Documents, for the purposes of holding any Liens granted by any of the Loan Parties under the laws of the Province of Quebec pursuant to the Collateral Documents, each of the Lenders and each of the L/C Issuers hereby acknowledges that the collateral agent shall be and act as the hypothecary representative of all present and future Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), party to any Secured Swap Contract and party to any Secured Cash Management Agreement) and L/C Issuers for all purposes of Article 2692 of the Civil Code of Quebec (the “Hypothecary Representative”). Each of the Secured Parties therefore appoints, to the extent necessary, the collateral agent as its Hypothecary Representative to hold the Liens created pursuant to such Collateral Documents in order to secure the Obligations. The collateral agent accepts to act as Hypothecary Representative of all present and future Secured Parties for all purposes of Article 2692 of the Civil Code of Quebec.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Banks hereby appointed irrevocably appoints Regions Bank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Credit Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Section are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Banks, and no Credit Party nor any of its Subsidiaries shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Credit Documents (or any other similar term) with reference to the Administrative Agent and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each Each of the Lenders hereby irrevocably appoints appoints, designates and authorizes the Collateral Agent to act take such action on its behalf under the provisions of this Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the agent terms of such Lender for purposes of acquiring, holding and enforcing this Agreement or any and all Liens on CollateralCollateral Document, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the Collateral Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the Issuing Banks hereby irrevocably appoints, FSB is hereby appointed designates and authorizes Bank of America to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for and the Lenders and Collateral Agent to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent or therein (including in its role as “the Collateral Agent”)Agent by the terms hereof or thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this AgreementCollateral Agent, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Banks, and neither Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or or the Collateral 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. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Secured Parties hereby grants to the Administrative Agent and the Collateral Agent any required powers of attorney to execute any Security Document or other Loan Document governed by the laws of such jurisdiction on such Secured Party’s behalf. (b) Wilmington Savings Fund Society, FSB Bank of America shall also act as the “Collateral Agent” Agent under the Loan Documents, and each of the Lenders (including in its capacities as Hedging Bank or Treasury Services Bank) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, together with any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.03(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Lender hereby appointed irrevocably designates and appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedging Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article XIII and Article XIV (including Section 14.2, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Banks hereby appointed irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Banks, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) Wilmington Savings Fund Society, FSB Each Issuing Bank shall also act as on behalf of the “Collateral Agent” under Lenders with respect to any Letters of Credit issued by it and the Loan Documentsdocuments associated therewith, and each Issuing Bank shall have all of the Lenders hereby irrevocably appoints benefits and authorizes immunities (i) provided to the Collateral Administrative Agent in this Article XI with respect to act any acts taken or omissions suffered by each Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the agent term “Administrative Agent” as used in this Article XI and in the definition of “Related Parties” included each Issuing Bank with respect to such Lender for purposes of acquiringacts or omissions, holding and enforcing any and all Liens on Collateral, together (ii) as additionally provided herein with such powers and discretion as are reasonably incidental theretorespect to each Issuing Bank.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Truist Bank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Administrative Agent, the Lenders’ consents , and approvals each L/C Issuer and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan DocumentsDocuments (in such capacity, the “Collateral Agent”), and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Bank, potential Cash Management Bank and potential issuer under the Bilateral Letter of Credit Facility and each L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each Lender hereby appointed irrevocably appoints MUFG to act on its behalf as the Administrative Agent hereunder and under each other Loan Document, and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein or therein (including in its role as “Collateral Agent”)delegated to the Administrative Agent by the terms hereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, and, except as directed by expressly set forth in Section 8.06, the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Company shall not have any rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each Each of the Lenders hereby (i) irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Company and the Guarantors to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto and (ii) directs the Collateral Agent to enter into the Collateral Documents. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent hereunder 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 Collateral Agent or for performing any of its or their other obligations under this Agreement or the other Loan Documents, shall be entitled to the benefits of, and shall be entitled to enforce, all provisions of this Article VIII and Article IX (including Sections 8.05, 9.01 and 9.04) (in the case of such co-agents, sub-agents and attorneys-in-fact, as if they were the Collateral Agent under the Loan Documents and as if set forth in full herein with respect thereto). (c) Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the applicable Majority Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. In the event that any obligations (other than the Secured Obligations) are permitted to be incurred hereunder and secured by Liens permitted to be incurred hereunder on all or a portion of the Collateral, each Lender authorizes each Agent to enter into intercreditor agreements, subordination agreements and amendments to the Collateral Documents to reflect such arrangements on terms acceptable to such Agent. The Collateral Agent shall, except in the case of any obligation to any Loan Party expressly set forth in any Loan Document, be entitled to request the written direction of the other Agents to enter into any such intercreditor agreements, subordination agreements, additional Collateral Documents and amendments to the Collateral Documents and to refrain from executing such documents until such written direction is received.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the Issuing Lender hereby irrevocably appoints JPMorgan Chase Bank, FSB is hereby appointed N.A. to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for the Lenders and such Agents to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein or therein (including in its role as “Collateral Agent”)delegated to such Agents by the terms hereof and thereof, together with such other actions and powers as are reasonably incidental thereto. In addition With the exception of the second and fifth sentences of Section 9.6, the provisions of this Section are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Lenders hereby authorize the Administrative Agent shall have the power to issue enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and any such intercreditor agreement is hereby authorized by the Lenders to issue all of binding upon the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. The Administrative Agent shall not have a fiduciary relationship with respect may effect any amendment or supplement to any Lender by reason First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of this Agreement. In performing its functions and duties adding the holders of Permitted First Priority Refinancing Debt, or Permitted Second Priority Refinancing Debt or Permitted Other Debt permitted to be incurred under this Agreement, Administrative Agent shall act solely as agent of expressly contemplated by the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent terms of such Lender for purposes of acquiringFirst Lien Intercreditor Agreement, holding and enforcing any and all Liens on Collateralsuch Junior Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, together with such powers and discretion as are reasonably incidental theretoapplicable.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders hereby appointed irrevocably appoints Bank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition . (b) The provisions of Section 10 are solely for the benefit of the Administrative Agent and the Lenders, and neither any Borrower nor any other Loan Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and any of such provisions. Notwithstanding any provision to the extent such Lenders have contrary elsewhere in this Agreement, the right to so direct hereunder. Administrative Agent shall not have a any duties or responsibilities to any Lender or any other Person, except those expressly set forth herein, or any fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumeLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall not be deemed to have assumed, read into this Agreement or any obligations toward other Loan Document or relationship of agency or trust with or for Borrowerotherwise exist against the Administrative Agent. 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 and/or the Collateral 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. (bc) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agent” collateral agent under the Loan Documents and each of the other Lenders (in their respective capacities as a Lender) hereby irrevocably (i) authorize the Administrative Agent to enter into all other Loan Documents, and each of (ii) appoint and authorize the Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender the Lenders for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent, as collateral agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted hereunder and under any of the other Loan 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 Section and Section 14 (including Section 10.7, 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. Without limiting the generality of the foregoing, the Administrative Agent is further authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action, or permit any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent to take any action, with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the Liens upon any Collateral granted pursuant to any Loan Document.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Lender hereby appointed irrevocably designates and appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lender, and neither any Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article X 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 Articles X and XI (including Section 11.03, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each Lender and each L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as Global Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Global Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to Global Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Each Lender and each L/C Issuer hereby irrevocably appoints BofA Securities, Inc. to act on its behalf as Sustainability Structuring Agent shall have hereunder and under the power other Loan Documents and authorizes Sustainability Structuring Agent to issue take such actions on its behalf and is hereby authorized to exercise such powers as are delegated to Sustainability Structuring Agent by the Lenders terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. (b) Each U.S. Lender and each U.S. L/C Issuer hereby irrevocably appoints Bank of America to issue all of act on its behalf as U.S. Funding Agent hereunder and under the Lenders’ consents other Loan Documents and approvals authorizes U.S. Funding Agent to take such actions on its behalf and waivers hereunderto exercise such powers as are delegated to U.S. Funding Agent, as directed applicable, by the Lenders in connection therewith if terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. (c) Each Euro Lender and each Euro L/C Issuer hereby irrevocably appoints ING Bank N.V. to act on its behalf as Euro Funding Agent hereunder and under the other Loan Documents and authorizes Euro Funding Agent to take such actions on its behalf and to exercise such powers as are delegated to Euro Funding Agent by the extent terms hereof or thereof, together with such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions actions and duties under this Agreement, Administrative Agent shall act solely powers as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. are reasonably incidental thereto. (d) 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 and/or the Collateral any 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society. The provisions of this Article are solely for the benefit of Agents, FSB shall also act as the “Collateral Agent” under the Loan DocumentsLenders, and each L/C Issuers, and no Loan Party shall have rights as a third party beneficiary of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent any of such Lender for purposes of acquiringprovisions, holding except to the extent set forth in Sections 13.6 and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto13.7.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Except as provided in Sections 9.06 and 9.10, the provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrowers shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 Secured Product Provider) and the L/C Issuers hereby irrevocably appoints appoint and authorizes authorize the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and ARTICLE X (including Section 10.04(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) For greater certainty, and without limiting the powers of the Administrative Agent or any other Person acting as mandatary (agent) of the Administrative Agent pursuant to the terms hereof or of the Collateral Documents, for the purposes of holding any hypothec granted pursuant to the laws of the Province of Quebec, each of the 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 hypothecary representative of the applicable Secured Parties as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Administrative Agent under any related deed of hypothec. The Administrative Agent shall have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Administrative Agent pursuant to any such deed of hypothec and applicable Law. Any person who becomes a Secured Party shall, by its execution of an Assignment and Assumption, be deemed to have consented to and confirmed the Administrative Agent as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Administrative Agent in such capacity. The substitution of the Administrative Agent pursuant to the provisions of this ARTICLE IX also constitute the substitution of the Administrative Agent as hypothecary representative as aforesaid.

Appointment and Authority. Each of the Secured Parties (aother than the Collateral Agent) Wilmington Savings Fund Societyhereby irrevocably appoints Xxxxx Fargo Bank, FSB is National Association (and Xxxxx Fargo Bank, National Association hereby appointed accepts such appointment) to act on its behalf as Administrative the Collateral Agent hereunder and under each other Loan Document, of the Security Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative the Collateral Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Collateral Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender including for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any Grantor to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding the foregoing, beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. In this connection, the Collateral Agent and any co-Collateral Agents, sub-Collateral Agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 21(e) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Second Lien Representative, shall be entitled to the benefits of all provisions of this Section 21 and Section 14 of the Indenture and the equivalent provision of any Additional Second Lien Documents (as though such co-Collateral Agents, sub-Collateral Agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and no Borrower shall not be deemed to have assumed, any obligations toward or relationship rights as a third party beneficiary of agency or trust with or for Borrowerany 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Pledge Agreement, 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 X and Article XI (including Section 11.04(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 Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints, designates and authorizes the Administrative Agent as “security trustee” to be the trustee on its behalf with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Pari Passu Parties or any of them or for the benefit thereof under or pursuant to this Agreement or the other Loan Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Pari Passu Party in the Loan Documents), (ii) all moneys, property and other assets paid or transferred to or vested in any Pari Passu Party or any agent of any Pari Passu Party or received or recovered by any Pari Passu Party or any agent of any Pari Passu Party pursuant to, or in connection with, the Loan Documents whether from any Loan Party or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Pari Passu Party or any agent of any Pari Passu Party in respect of the same (or any part thereof). The Administrative Agent in its capacity as “security trustee” hereby accepts such appointment but shall have no obligations under this Agreement or the other Loan Documents except those expressly set forth herein and therein.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither any Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch provisions other than Section 9.06. 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a potential Hedge Bank, a potential Cash Management Bank, a Lender, a Swing Line Lender (if applicable)) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.05(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders hereby appointed irrevocably appoints Citi to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and Except to the extent such Lenders have expressly provided in Section 12.6, the right to so direct hereunder. provisions of this Article XII are solely for the benefit of the Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumeLenders, and neither the Borrower nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles XII and XIII (including Section 13.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Lender hereby appointed irrevocably appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of Articles XI and XII (including Section 12.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the L/C Issuer hereby irrevocably appoints, FSB is hereby appointed designates and authorizes KeyBank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and 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. Each of the Lenders, the Administrative Agent and the L/C Issuer hereby irrevocably appoints, designates and authorizes Silicon Valley Bank to act on its behalf as the Lenders are obligated or entitled Collateral Agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to take under such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each of the Administrative Agent and the Collateral Agent is hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein (ii) negotiate, enforce or therein (including in its role as “Collateral Agent”)the settle any claim, together with such other powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by action or proceeding affecting the Lenders in connection therewith if and to their capacity as such, at the extent such Lenders have direction of the right to so direct hereunderRequired Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason The provisions of this Agreement. In performing its functions and duties under this AgreementArticle are solely for the benefit of the Administrative Agent, Administrative Agent shall act solely as agent of the Collateral Agent, the Lenders and does not assumethe L/C Issuer, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints BMO to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither Borrower shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 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 X and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders (in its capacities as a Lender, FSB is potential Hedge Bank and potential Cash Management Bank) hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Section 10 are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Hedge Bank and potential Cash Management Bank) hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to subsection 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 10 and Section 11, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each Issuing Bank hereby appointed irrevocably appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent Agent, the Arrangers, the syndication agent, the Lenders, the Issuing Banks and their respective Related Parties, and neither the Company nor any Subsidiary thereof shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third-party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article VIII 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 Articles VIII and IX (including Section 9.03, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders hereby appointed irrevocably appoints AWFC to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Except as expressly provided in Section 10.06, the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents Document (or any other similar term) with reference to the Administrative Agent and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Hedge Banks and potential Cash Management Banks) hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 10.05 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 X and Article XI (including Section 11.04(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. The Lenders authorize the Administrative Agent to enter into any Permitted Intercreditor Agreement and one or more intercreditor agreements with a Receivables Financier in connection with a Permitted Receivables Financing.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and no Borrower shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 Secured Facility Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and no Loan Party or Affiliate thereof shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable) potential Hedge Bank and potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article IX are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB . 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 the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateralgranted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Cash Collateral or other Lien granted under the Loan Documents (or any portion thereof granted under the Loan 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Banks hereby appointed irrevocably appoints Mizuho to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Banks, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB Each Issuing Bank shall also act as on behalf of the “Collateral Agent” under Lenders with respect to any Letters of Credit issued by it and the Loan Documentsdocuments associated therewith, and each Issuing Bank shall have all of the Lenders hereby irrevocably appoints benefits and authorizes immunities (i) provided to the Collateral Administrative Agent in this Article XI with respect to act any acts taken or omissions suffered by each Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the agent term “Administrative Agent” as used in this Article XI and in the definition of “Related Parties” included each Issuing Bank with respect to such Lender for purposes of acquiringacts or omissions, holding and enforcing any and all Liens on Collateral, together (ii) as additionally provided herein with such powers and discretion as are reasonably incidental theretorespect to each Issuing Bank.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Banks hereby appointed irrevocably appoints RBS to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Banks, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB Each Issuing Bank shall also act as on behalf of the “Collateral Agent” under Lenders with respect to any Letters of Credit issued by it and the Loan Documentsdocuments associated therewith, and each Issuing Bank shall have all of the Lenders hereby irrevocably appoints benefits and authorizes immunities (i) provided to the Collateral Administrative Agent in this Article XI with respect to act any acts taken or omissions suffered by each Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the agent term “Administrative Agent” as used in this Article XI and in the definition of “Related Parties” included each Issuing Bank with respect to such Lender for purposes of acquiringacts or omissions, holding and enforcing any and all Liens on Collateral, together (ii) as additionally provided herein with such powers and discretion as are reasonably incidental theretorespect to each Issuing Bank.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Lender hereby appointed irrevocably designates and appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. 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) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, as applicable, and each of the Lenders Secured Parties hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender Secured Party for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of Article XIII and XIV (including Section 14.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders hereby irrevocably appoints Bank of America, FSB is hereby appointed N.A. to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and Collateral Agent to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent and Collateral Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Collateral Agent, the Lenders, and neither the Borrower nor any other Loan Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent and Collateral Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.03 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Barclays Bank PLC to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third-party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Wilmington Savings Fund Society, FSB 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 Cash Management Bank and potential Hedge Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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 and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder (at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 and Article 10 (including Section 10.04(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; provided that to the extent an L/C Issuer is entitled to indemnification under this Section 9.01 solely in connection with its role as an L/C Issuer, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer in accordance with this Section 9.01. The provisions of this Article 9 shall survive the payment in full of the Obligations, the termination of the Commitments and the termination of this Agreement.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders hereby appointed irrevocably appoints Xxxxxx Xxxxxxx to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents , and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third-party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders hereby (including in its capacities as a potential Cash Management Bank and potential Hedge Bank) irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender Lender, after the Debt Assumption, if any, for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 9 and Article 11 (including Section 11.04(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. The provisions of this Article 9 shall survive the payment in full of the Obligations, the termination of the Commitments and the termination of this Agreement.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and no Loan Party shall not be deemed to have assumedany obligations under, or any rights as a third party beneficiary of, any obligations toward of such provisions, and nothing in this Article X shall have any effect on any of the rights of any Loan Party hereunder or relationship of agency or trust with or for Borrowerunder any Loan Document. 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 10.05 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 X and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the L/C Issuers hereby irrevocably appoints, FSB is hereby appointed designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither any Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders (in their respective capacities as a Lender, FSB is Swing Line Lender (if applicable), Swing Line Euro Tranche Lender (if applicable), potential Hedge Bank and potential Cash Management Bank) and the applicable L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Section 10 are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and neither the Company nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in their respective capacities as a Lender, Swing Line Lender (if applicable), Swing Line Euro Tranche Lender (if applicable), potential Hedge Bank and potential Cash Management Bank) and each L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to subsection 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 10 and Section 11, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and no Borrower shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, for the avoidance of doubt, exercising any discretion under Section 7.11 or otherwise). 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 10.05 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 X and Article XI (including Section 11.04(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. Each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedge Bank) hereby authorizes the Administrative Agent to enter into the Intercreditor Agreement and any other intercreditor agreement or arrangement permitted under this Agreement without any further consent by any Lender and any such intercreditor agreement shall be being binding upon the Lenders.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the Issuing Lender hereby irrevocably appoints Xxxxx Fargo Bank, FSB is hereby appointed National Association to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for the Lenders and such Agents to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein or therein (including in its role as “Collateral Agent”)delegated to such Agents by the terms hereof and thereof, together with such other actions and powers as are reasonably incidental thereto. In addition With the exception of the second and fifth sentences of Section 9.6, the provisions of this Section are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Lenders hereby authorize the Administrative Agent shall have the power to issue enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and any such intercreditor agreement is hereby authorized by the Lenders to issue all of binding upon the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. The Administrative Agent shall not have a fiduciary relationship with respect may effect any amendment or supplement to any Lender by reason First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of this Agreement. In performing its functions and duties adding the holders of Permitted First Priority Refinancing Debt, or Permitted Second Priority Refinancing Debt or Permitted Other Debt permitted to be incurred under this Agreement, Administrative Agent shall act solely as agent of expressly contemplated by the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent terms of such Lender for purposes of acquiringFirst Lien Intercreditor Agreement, holding and enforcing any and all Liens on Collateralsuch Junior Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, together with such powers and discretion as are reasonably incidental theretoapplicable.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Company nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), Dutch Swing Line Lender (if applicable), potential Swap Banks and potential Treasury Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 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 X and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the L/C Issuers hereby irrevocably appoints, FSB is hereby appointed designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrowers shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 each of the L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Borrowers 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 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither any Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Swap Banks and potential Treasury Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 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 X and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Lender hereby appointed irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Section 10 are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lender, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. It is understood and agreed that neither the use of the term “agent” herein or in Borrowers nor any other Loan Documents (or Party shall have rights as a third party beneficiary of any other similar term) with reference to the of such provisions. The Administrative Agent and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” Agent under this Agreement, the Pledge and Security Agreement and the other Loan Documents, and each of the Lenders and the Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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 and any agents or employees appointed by such Administrative Agent pursuant to this Section for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under this Agreement, the Pledge and Security Agreement or the other Loan Documents, or for exercising any rights and remedies thereunder at the direction of such Administrative Agent), shall be entitled to the benefits of all provisions of this Section 10 [The Administrative Agent], Section 11 [Miscellaneous] and Section 12 [Joint and Several Obligations of Borrowers] as if set forth in full herein with respect thereto. The Collateral Agent is hereby authorized by the Lenders which are a party to this Agreement to execute and deliver any documents necessary or appropriate to create rights of pledge governed by the laws of the Netherlands for the benefit of the Lenders, including, without limitation, the Dutch Pledge Agreement. Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligation of the Pledgors as will be described in the Parallel Debt(s) (both as defined in the Dutch Pledge Agreement) including that any payment received by the Collateral Agent in respect of the Parallel Debt(s) will be deemed a satisfaction of a pro rata portion of the corresponding amounts of the Obligations.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrowers shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 each L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Borrowers 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 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is hereby appointed as Administrative Agent hereunder and under each other Loan Document, and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for Each of the Lenders and the L/C Issuer hereby irrevocably appoints SunTrust Bank to act on its behalf as the Administrative Agent under the other Loan Documents and authorizes the Administrative Agent to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuer, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Loan 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 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 IX and Article XI (including Section 11.05(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is The Lenders (including the Issuing Lender) hereby appointed irrevocably designate and appoint Bank of America as Administrative Agent hereunder (for purposes of this Section 12 and under each Section 13.01, the term “Administrative Agent” also shall include Bank of America in its capacity as Collateral Agent pursuant hereto and to the Security Documents) to act as specified herein and in the other Loan DocumentCredit Documents. Each Lender (including the Issuing Lender) hereby irrevocably authorizes, and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby holder of any Note by the acceptance of such Note shall be deemed irrevocably authorizes to authorize the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take action on its behalf under the provisions of this Agreement and Agreement, the other Loan Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are set forth herein specifically delegated to or therein (including in its role as “Collateral Agent”), together with required of the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto, including the entry into all Credit Documents to which the Administrative Agent is intended to be a party and to accept all Security Document for the Administrative Agent’s benefit and for the pro rata benefit of the Lenders. In addition The Administrative Agent may perform any of its respective duties hereunder by or through their officers, directors, agents, employees or affiliates. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Issuing Lender) and no Credit Party shall have rights as a third party beneficiary of any such provisions. Without limiting the generality of the foregoing, Administrative Agent shall have the power sole and exclusive authority to issue (i) act as the disbursing and is hereby authorized by the collecting agent for Lenders with respect to issue all of the Lenders’ consents payments and approvals and waivers hereunder, as directed by the Lenders collections arising in connection therewith if with the Credit Documents; (ii) execute and to the extent such Lenders have the right to so direct hereunder. deliver as Administrative Agent shall not have a fiduciary relationship each Credit Document, including any intercreditor or subordination agreement, and accept delivery of each Credit Document from any Credit Party or other Person; (iii) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Credit Documents, and for all other purposes stated therein; (iv) manage, supervise or otherwise deal with Collateral; and (v) take any enforcement action or otherwise exercise any rights or remedies with respect to any Lender by reason of this AgreementCollateral under the Credit Documents, applicable law or otherwise. In performing its functions and duties under this Agreement, Administrative Agent alone shall act solely as agent of the Lenders and does not assumebe authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and to exercise its Permitted Discretion in connection therewith, which determinations and judgments, if exercised in good faith, shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 exonerate Administrative Agent and/or the Collateral Agent is not intended from liability to connote any fiduciary Lender or other implied (or express) obligations arising under agency doctrine of Person for 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 partieserror in judgment. (b) Wilmington Savings Fund SocietyWithout limiting the generality of paragraph (a) above, FSB shall also act as for the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code, between each Lender, taken individually, on the one hand, and the Administrative Agent, on the other hand, each Credit Party, each such Lender and the Administrative Agent acknowledge and agree with the Administrative Agent that each such Lender and the Administrative Agent are hereby conferred the legal status of solidary creditors of each Credit Party in respect of all Obligations, present and future, owed by each such Credit Party to the Administrative Agent and each such Lender hereunder and under the other Credit Documents (collectively, the “Solidary Claim”). Each Credit Party which is not a signatory of this Agreement but is or may become a signatory to any other Credit Documents shall be deemed to have accepted the provisions contained in this paragraph by its execution of such other Credit Documents. Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each such Credit Party is irrevocably bound towards the Administrative Agent and each Lender in respect of the entire Solidary Claim of the Administrative Agent and such Lender. As a result of the foregoing, the parties hereto acknowledge that the Administrative Agent and each Lender shall at all times have a valid and effective right of action for the entire Solidary Claim of the Administrative Agent and such Lender and the right to give full acquittance for same. The parties further agree and acknowledge that the Administrative Agent’s Liens on the Collateral Agent” under the Loan DocumentsSecurity Documents shall be granted to the Administrative Agent, for its own benefit and each for the benefit of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act Secured Parties, as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion solidary creditor as are reasonably incidental theretohereinabove set forth.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Except as expressly provided in Section 9.06 or 9.10, the provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent such provisions (other than the rights of the Lenders Borrower and does not assume, the Subsidiaries as set forth in Section 9.06 and shall not be deemed to have assumed, any obligations toward or relationship the provisions of agency or trust with or for BorrowerSection 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuers for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Wxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and and, except as set forth in Section 10.06, no Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB . The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Banks and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, 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 10.05 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 X and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders hereby irrevocably appoints TopLids LendCo, FSB is hereby appointed LLC to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party or any Subsidiary thereof shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent provisions. (b) Each of the Lenders (in its capacities as a Lender) hereby irrevocably appoints TopLids LendCo, LLC as Collateral Agent and does not assumeauthorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and shall not be deemed enforcing any and all Liens on Collateral granted by any of the Loan Parties to have assumedsecure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any obligations toward co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.05 for purposes of holding or relationship of agency enforcing any Lien on the Collateral (or trust with any portion thereof) granted under the Security Documents, or for Borrower. exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(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) [reserved]. (d) 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 and/or or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrowers nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Banks hereby appointed irrevocably appoints Mizuho to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Banks, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) Wilmington Savings Fund Society, FSB Each Issuing Bank shall also act as on behalf of the “Collateral Agent” under Lenders with respect to any Letters of Credit issued by it and the Loan Documentsdocuments associated therewith, and each Issuing Bank shall have all of the Lenders hereby irrevocably appoints benefits and authorizes immunities (i) provided to the Collateral Administrative Agent in this Article XI with respect to act any acts taken or omissions suffered by each Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the agent term “Administrative Agent” as used in this Article XI and in the definition of “Related Parties” included each Issuing Bank with respect to such Lender for purposes of acquiringacts or omissions, holding and enforcing any and all Liens on Collateral, together (ii) as additionally provided herein with such powers and discretion as are reasonably incidental theretorespect to each Issuing Bank.

Appointment and Authority. (a) Each of the Lenders hereby irrevocably appoints Wilmington Savings Fund SocietyTrust, FSB is hereby appointed National Association, to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein or therein (including in its role as “Collateral Agent”)delegated to the Administrative Agent by the terms hereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agent” or “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. All protections, exculpations, indemnifications, expense reimbursements, rights, powers and privileges provided to the Administrative Agent under this Agreement and the other Loan Documents shall also apply to the Administrative Agent acting in its capacity as “Collateral Agent” (or “collateral agent” as applicable) under the Loan Documents. In this connection, the Administrative Agent acting in its capacity as “Collateral Agent” (or “collateral agent” as applicable) and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent (in it capacity as “Collateral Agent” or “collateral agent”) pursuant to this Article IX for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder, shall be entitled to the benefits of all provisions of this Article IX and Article X (including, without limitation, Section 10.03 as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “Collateral Agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the Issuing Banks hereby appointed irrevocably appoints Standard Chartered Bank to act on its behalf as the Administrative Agent and collateral agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunderaddition, as directed by the Lenders in connection therewith if and to the extent such Lenders have required under the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to laws of any Lender by reason jurisdiction other than the United States of this Agreement. In performing its functions and duties under this AgreementAmerica, Administrative Agent shall act solely as agent each of the Lenders and does the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not assumeintended to connote any fiduciary duty 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. Without limiting the generality of the foregoing, the Lenders and the Issuing Banks hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral (including any amendment, supplement, modification or joinder with respect thereto) and the rights of the Lenders and the Issuing Banks with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by the Administrative Agent shall bind the Lenders. Except as otherwise provided in Section 8.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and the Borrower shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship Other than with respect to any Lender by reason the Borrower’s consent rights under Section 9.06, the provisions of this Agreement. In performing its functions and duties under this AgreementArticle are solely for the benefit of the Administrative Agent, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrower nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 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 IX and Article XI (including Section 11.04(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each Issuing Bank hereby appointed irrevocably appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Banks, and neither the Company nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article VIII 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 Articles VIII and IX (including Section 9.03, 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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent shall have the power to issue and is hereby authorized by Agent, the Lenders to issue all of and the Lenders’ consents L/C Issuers, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have any rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 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 X and Article XI (including Section 11.04(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 Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints, designates and authorizes the Administrative Agent as “security trustee” to be the trustee on its behalf with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Secured Parties or any of them or for the benefit thereof under or pursuant to this Agreement or the other Loan Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Secured Party in the Loan Documents), (ii) all moneys, property and other assets paid or transferred to or vested in any Secured Party or any agent of any Secured Party or received or recovered by any Secured Party or any agent of any Secured Party pursuant to, or in connection with, the Loan Documents whether from any Loan Party or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Secured Party or any agent of any Secured Party in respect of the same (or any part thereof). The Administrative Agent in its capacity as “security trustee” hereby accepts such appointment but shall have no obligations under this Agreement or the other Loan Documents except those expressly set forth herein and therein.

Appointment and Authority. (a) Each of the Lenders hereby irrevocably appoints Wilmington Savings Fund SocietyTrust, FSB is hereby appointed National Association to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither any Borrower nor any other Credit Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third party beneficiary of the Lenders’ consents and approvals and waivers hereunder, any of such provisions other than as directed by the Lenders provided in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for BorrowerSection 9.09. 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 and/or the Collateral 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, custom and is intended to create or reflect only an administrative relationship between contracting parties. The Borrowers and the Required Lenders hereby direct the Administrative Agent, in its capacity as “First Lien Secured Party” under the Capital One Control Agreement, to execute the Capital One Direction and instruct Capital One to disburse all collected and available funds in the Main Concentration Accounts (as defined in the Capital One Control Agreements) to the DIP Funding Account. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the collateral agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit 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” and any Sub-Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c) as though such Sub-Agent were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuers hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuers, and no Borrower shall not be deemed to have assumed, any obligations toward or relationship rights as a third-party beneficiary of agency or trust with or for Borrowerany 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 L/C Issuers hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Pledge Agreement, 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 X and Article XI (including Section 11.04(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 Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints, designates and authorizes the Administrative Agent as agent on its behalf with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Pari Passu Parties or any of them or for the benefit thereof under or pursuant to this Agreement or the other Loan Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Pari Passu Party in the Loan Documents), (ii) all moneys, property and other assets paid or transferred to or vested in any Pari Passu Party or any agent of any Pari Passu Party or received or recovered by any Pari Passu Party or any agent of any Pari Passu Party pursuant to, or in connection with, the Loan Documents whether from any Loan Party or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Pari Passu Party or any agent of any Pari Passu Party in respect of the same (or any part thereof). The Administrative Agent in its capacity as agent hereby accepts such appointment but shall have no obligations under this Agreement or the other Loan Documents except those expressly set forth herein and therein.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Administrative Agent, the Lenders’ consents , and approvals each L/C Issuer and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan DocumentsDocuments (in such capacity, the “Collateral Agent”), and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Bank, potential Cash Management Bank and potential issuer under the Bilateral Letter of Credit Facility and each L/C Issuer hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co‑agents, sub‑agents and attorneys‑in‑fact appointed by the Administrative Agent pursuant to Section 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 IX and Article X (including Section 10.04(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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and the Issuing Banks hereby irrevocably appoints MUFG Bank, FSB is hereby appointed Ltd. to act as the Administrative Agent Agent, and MUFG Union Bank, N.A. to act as the Collateral Agent, in each case, hereunder and under each the other Loan Document, Financing Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for and the Lenders Collateral Agent (and the Administrative Agent irrevocably authorizes the Collateral Agent) to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein or therein (including in its role as “delegated to the Administrative Agent and the Collateral Agent”), as applicable, by the terms hereof or thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Article IX are solely for the benefit of the Administrative Agent shall have Agent, the power to issue and is hereby authorized by Collateral Agent, the Lenders to issue all of and the Lenders’ consents Issuing Banks, and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent Borrower shall not have rights as a fiduciary relationship with respect to third-party beneficiary of any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowersuch provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Financing Documents (or any other similar term) with reference to the Administrative Agent and/or or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Lenders and the Issuing Banks with respect to the Collateral, the Depositary Agreement and the other Collateral Documents, and authorizes the Collateral Agent to act act, at the direction of the Administrative Agent, as the agent of such Lender Xxxxxx and Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by the Borrower or Holdings to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, subagents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 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 Collateral Agent (acting at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.05(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Financing Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders hereby appointed irrevocably appoints Stonebriar Commercial Finance LLC to act on its behalf as Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition The provisions of this Section 10 are solely for the benefit of Administrative Agent and the Lenders, and neither Borrower nor any other Loan Party shall have the power to issue and is hereby authorized by the Lenders to issue all rights as a third-party beneficiary of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent any of such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrowerprovisions. 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB . Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 10(e) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Instruments, or for exercising any rights and remedies thereunder at the direction of Administrative Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 9(o) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and each Issuing Lender hereby appointed irrevocably appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe Issuing Lenders, and neither Borrower nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third-party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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) Wilmington Savings Fund Society, FSB The Administrative Agent shall also act as the “Collateral Agentcollateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lenders hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). 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 this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of Articles XI and XII (including Section 12.3, 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.

Appointment and Authority. (a) Wilmington Savings Fund SocietyEach of the Lenders and each L/C Issuer hereby irrevocably appoints Barclays Bank PLC, FSB is hereby appointed to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent Each of the Lenders and does not assumeeach L/C Issuer hereby irrevocably appoints Barclays Bank PLC, to act on its behalf as the Collateral Agent hereunder and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. It is understood and agreed that under the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act take such actions on its behalf and to exercise such powers as are delegated to the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral Agent by the terms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lead Arranger, the Joint Bookrunners, the Amendment No. 1 Arrangers, the Amendment No. 2 Arrangers, the Lenders and the L/C Issuer, and no Borrower or any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Each L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (a) provided to the Agents in this Article with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and L/C Documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article and the definition of “Agent Related Person” included such L/C Issuer with respect to such acts or omissions, and (b) as additionally provided herein with respect to each L/C Issuer.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe L/C Issuer, and neither the Borrowers nor any other Loan Party shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, and each Each of the Lenders hereby irrevocably appoints appoints, designates and authorizes the Collateral Agent to act take such action on its behalf under the provisions of this Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the agent terms of such Lender for purposes of acquiring, holding and enforcing this Agreement or any and all Liens on CollateralCollateral Document, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the Collateral Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Loan Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Loan Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the LC Issuing Lender hereby appointed irrevocably appoints Compass Bank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have The provisions of this Article are solely for the power to issue and is hereby authorized by the Lenders to issue all benefit of the Lenders’ consents and approvals and waivers hereunderAdministrative Agent, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assumethe LC Issuing Lender, and neither any Loan Party nor any Subsidiary thereof shall not be deemed to have assumed, rights as a third party beneficiary of any obligations toward or relationship of agency or trust with or for Borrowersuch 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 and/or the Collateral 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, and is intended to create or reflect only an administrative relationship between contracting parties. (b) Wilmington Savings Fund Society, FSB 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 LC Issuing Lender hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and the LC Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on CollateralCollateral granted by any of the Loan 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” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.5 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 IX and Article X (including Section 10.4(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.

Appointment and Authority. (a) Wilmington Savings Fund Society, FSB is Each of the Lenders and the L/C Issuer hereby appointed irrevocably appoints HSBC Bank to act on its behalf as the Administrative Agent hereunder and under each the other Loan Document, Documents and each Lender originally named herein or who hereafter becomes a Lender hereunder hereby irrevocably authorizes the Administrative Agent to act as agent for the Lenders and to take such actions as the Lenders are obligated or entitled to take under the provisions of this Agreement and the other Loan Documents on its behalf and to exercise such powers as are set forth herein delegated to the Administrative Agent by the terms hereof or therein (including in its role as “Collateral Agent”)thereof, together with such other actions and powers as are reasonably incidental thereto. In addition Administrative Agent shall have the power to issue and is hereby authorized by the Lenders to issue all of the Lenders’ consents and approvals and waivers hereunder, as directed by the Lenders in connection therewith if and to the extent such Lenders have the right to so direct hereunder. Administrative Agent shall not have a fiduciary relationship with respect to any Lender by reason of this Agreement. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or relationship of agency or trust with or for Borrower. 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 and/or the Collateral 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) Wilmington Savings Fund Society, FSB shall also act as the “Collateral Agent” under the Loan Documents, 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. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Each of the Lenders and the L/C Issuer authorize the Administrative Agent to accept the parallel debt provisions as included in each of the Loan Documents governed by Dutch law. (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 appoints and authorizes authorized by the Lenders to) (a) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Credit Parties 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 act 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 Secured 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 agent 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 Lender 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 not be responsible to the other Credit Parties for purposes (A) the performance or observance by any Borrower or any of acquiringthe Credit Parties (other than as to itself) of any of their respective agreements contained herein or therein, holding and enforcing nor shall the Administrative Agent be liable because of the invalidity or unenforceability of any and all provisions of this Agreement (other than as to itself) or (B) the validity, perfection, priority or enforceability of the Liens on in any of the Collateral, together whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence, or willful misconduct on the 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 liable or responsible to the 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 the Required Lenders or (z) in the absence of its or their own gross negligence or willful misconduct, as and 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, 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 “owner or operator” under the provisions 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 discretion 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 are reasonably incidental theretoto 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 hereby 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 such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property.