Common use of Appointment and Authority Clause in Contracts

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-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) Each of the First Lien Secured Parties Commercial Bank Lenders hereby irrevocably appoints JPMorgan Chase Bankappoints, N.A. designates and authorizes Société Générale as its Commercial Banks Facility Agent under and for purposes of each Financing Document to which the Commercial Banks Facility Agent is a party, and in its capacity as the Commercial Banks Facility Agent, to act on its behalf as Secured Debt Holder Group Representative and the Collateral Designated Voting Party (as defined in the Intercreditor Agreement) for the Commercial Bank Lenders. Société Générale hereby accepts this appointment and agrees to act as the Commercial Banks Facility Agent hereunder and under each for the Commercial Bank Lenders in accordance with the terms of this Agreement. Each of the other First Lien Security Documents Commercial Bank Lenders appoints and authorizes the Collateral Commercial Banks Facility Agent to take act on behalf of such actions on its behalf Commercial Bank Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Banks received from time to time by the Commercial Banks Facility Agent (with respect to which the Commercial Banks Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Commercial Banks Facility Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each Notwithstanding any provision to the contrary contained elsewhere in any Financing Document, the Commercial Banks Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Commercial Banks Facility Agent have or be deemed to have any fiduciary relationship with any Commercial Bank Lender or other Credit Agreement Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the Commercial Banks Facility Agent. Without limiting the generality of the First Lien Secured Parties also authorizes JPMorgan Chase Bankforegoing sentence, N.A., at the request use of the Parent Borrower, term “agent” in this Agreement with reference to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” Commercial Banks Facility Agent is not intended to connote any fiduciary or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints JPMorgan Chase 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 and the Issuing Bank, N.A. 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 each of the other First Lien Security Credit Documents and authorizes the Macquarie Capital Funding LLC (in its capacity as a Collateral Agent Agent) to take such actions on its behalf and to exercise such powers as are delegated to the Macquarie Capital Funding LLC (in its capacity as a Collateral Agent Agent) by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the First Lien Secured Parties also Collateral Agent under the Foreign Collateral Documents and authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement Cortland Capital Market Services LLC (in the its capacity as “Senior a Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent Agent) by the terms of the Second Lien Intercreditor Agreementthereof, together with such actions and powers and discretion as are reasonably incidental thereto. In Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this connectionSection are solely for the benefit of the Agents, the Lenders and the Issuing Bank, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to 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. Each Lender and the Issuing Bank irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any co-agentsother applicable intercreditor or subordination agreement and to take such action, sub-agents and attorneys-in-fact appointed by to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights thereunder and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-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) Each of the First Lien Secured Parties Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints JPMorgan Chase BankMacquarie 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, N.A. 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 each of the other First Lien Security Credit Documents and authorizes the Macquarie Capital Funding LLC (in its capacity as a Collateral Agent Agent) to take such actions on its behalf and to exercise such powers as are delegated to the Macquarie Capital Funding LLC (in its capacity as a Collateral Agent Agent) by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the First Lien Secured Parties also Collateral Agent under the Foreign Collateral Documents and authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement Cortland Capital Market Services LLC (in the its capacity as “Senior a Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent Agent) by the terms of the Second Lien Intercreditor Agreementthereof, together with such actions and powers and discretion as are reasonably incidental thereto. In Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this connectionSection are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to 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. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any co-agentsother applicable intercreditor or subordination agreement and to take such action, sub-agents and attorneys-in-fact appointed by to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights thereunder and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-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) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreementhereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent Applicable Authorized Representative pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII Section 9 of the Credit Agreement and the equivalent provision of the Indenture and the Notes Security Agreement and any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Authorized Representative to facilitate and effect actions taken or intended to be taken by the Applicable Authorized Representative pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Authorized Representative to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative for such purposes.

Appointment and Authority. (a) Each of the First Lien Authorized Representatives, for itself and on behalf of its Related Secured Parties Parties, hereby irrevocably appoints JPMorgan Chase Bank, N.A. Barclays Bank PLC to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents Documents, and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, hereby grants to the Collateral Agent any required powers of attorney to execute any First Lien Security Document governed by the laws of such jurisdiction on such Secured Party’s behalf. Without limiting the generality of the foregoing, the Collateral Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Shared Collateral, and the rights of the Secured Parties also authorizes JPMorgan Chase Bankwith respect thereto, N.A., at the request of the Parent Borrower, to execute as contemplated by and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf Agreement and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms First Lien Security Documents. Each of the Second Lien Intercreditor AgreementAuthorized Representatives, together with such powers for itself and discretion as are reasonably incidental thereto. In this connectionon behalf of its Related Secured Parties, acknowledges and agrees that the Collateral Agent shall be entitled, for the benefit of the Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of in the First Lien Security Documents, without regard to any rights, remedies or powers to which the Non-Controlling Secured Parties would otherwise be entitled to as a result of their Non-Controlling Secured Obligations. Without limiting the foregoing, each of the Authorized Representatives, for exercising any rights itself and remedies thereunder or under on behalf of its Related Secured Parties, agrees that none of the Second Lien Intercreditor Agreement at the direction of Collateral Agent, the Applicable Authorized RepresentativeRepresentative or any other Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), shall be entitled or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the benefits Non-Controlling Secured Parties, notwithstanding that the order and timing of all provisions any such realization, sale, disposition or liquidation may affect the amount of this Article IV and Article VIII proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Credit Agreement Authorized Representatives, for itself and on behalf of its Related Secured Parties, waives any claim they may now or hereafter have against the Collateral Agent or the Authorized Representative or any Secured Party of any other Class arising out of (i) any actions that the Collateral Agent or any such Authorized Representative or Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale or other disposition, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.06, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, the Company or any of the Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing Secured Parties for whom such Collateral constitutes Shared Collateral. Each of the Authorized Representatives, for itself and on behalf of its Relates Secured Parties, acknowledges and agrees that, upon any other obligations being designated hereunder as Additional First Lien Document (Obligations or any other Person becoming an Additional Authorized Representative or any other Persons becoming Additional Secured Parties, the Collateral Agent will continue to act in its capacity as though Collateral Agent in respect of the then existing Authorized Representatives and Secured Parties and such co-agents, sub-agents Additional Authorized Representative and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoAdditional Secured Parties.

Appointment and Authority. (a) Each Lender appoints and designates Bank of America as Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each Pro Rata benefit of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental theretoLenders. Each Lender agrees that any action taken by Agent or Required Lenders (unless this Agreement otherwise requires the consent of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”all Lenders) and authorizes the Collateral Agent, in accordance with the provisions of the Loan Documents, and the exercise by Agent or Required Lenders (unless this AgreementAgreement otherwise requires the consent of all Lenders) of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor 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 such actions on its behalf 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 Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts or Inventory constitute, in accordance with the definitions thereof, Eldorado Eligible Accounts, HRI Eligible Accounts, SCP Eligible Accounts, Tapco Eligible Accounts, Eldorado Eligible Inventory, SCP Eligible Inventory, or Tapco Eligible Inventory, or whether to impose any reserve or release any discretionary reserve, and to exercise such powers as are delegated toits Credit Judgment in connection therewith, or otherwise given towhich determinations and judgments, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativeif exercised in good faith, shall be entitled exonerate Agent from liability to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth Lender or other Person for any error in full herein with respect theretojudgment.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Credit Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Credit 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 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 Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article VIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV Articles VIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document IX (including Section 9.5, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Credit Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders hereby (i) irrevocably appoints JPMorgan Chase Bank, N.A. Wilmington Trust to act on its behalf as the Administrative Agent and as Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and (ii) authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender authorizes and directs each Agent to enter into the Loan Documents to which it is a party on the date hereof or thereofon behalf of and for the benefit of the Lenders and to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, including as contemplated by and in accordance with this Agreement and the other Loan Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. The provisions of this Article IX are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Collateral Agent shall 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 granted by any Grantor of the Loan Parties pursuant to the Collateral Documents to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent or the Required Lenders, shall be entitled to the benefits of all provisions of this Article IV IX and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document Section 10.04 (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article IX. Any corporation or association into which any Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which such Agent is a party, will be and become the successor Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Each Lender acknowledges and agrees that no Agent shall have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall 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 other Loan Document or otherwise exist against any Agent. Regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any 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 permissive authorizations, entitlements, powers and rights (including the right to request that the Borrower take an action or deliver a document and the exercise of remedies following an Event of Default) granted to any Agent herein shall not be construed as duties. No Agent shall have any responsibility for interest or income on any funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether or not explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to each Agent herein shall apply to any document entered into by such Agent in connection with its role as Agent under the Loan Documents. Except to the extent expressly provided otherwise herein, the Required Lenders shall have the right to direct the Agents in all matters concerning the Loan Documents.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Applicable Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Applicable Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Applicable Collateral Agent and any co-agents, sub-agents agents, delegates, receivers and attorneys-in-fact appointed by the Applicable Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativethereunder, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named thereincollateral agent under the Security Documents) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Collateral Agent to facilitate and effect actions taken or intended to be taken by the Applicable Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Collateral Agent for such purposes.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bankthereto (including, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties avoidance of doubt, exercising any discretion under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, Section 7.11 or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretootherwise). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, Administrative Agent shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder 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) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 11.6 and 11.9, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral 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 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 Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV Articles XI and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XII (including Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. Credit Suisse AG to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Holdings or any Borrower or other Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.Credit Suisse AG, at the request of the Parent U.S. Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” ”, or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document Agreement (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto.

Appointment and Authority. (ai) Each of the First Lien Revolving Lenders, each Revolving Issuer, each of the LC Lenders, each LC Facility Issuer and each Cash Secured Parties LC Issuer hereby irrevocably appoints JPMorgan Chase BankCA CIB to act on its behalf as the Revolving and LC Administrative Agent hereunder and under the other Loan Documents and authorizes the Revolving and LC Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Revolving and LC Administrative Agent by the terms hereof or thereof, N.A. together with such actions and powers as are reasonably incidental thereto, (ii) each of the Lenders, the Issuers and the other Secured Parties irrevocably authorizes and directs each Administrative Agent to enter into the Collateral Agency and Intercreditor Agreement pursuant to which each Administrative Agent, on behalf of the Secured Parties, will irrevocably appoint CA CIB to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Collateral Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each thereto and (iii) each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at Term Lenders hereby irrevocably appoints Barclays to act on its behalf as the request of Term Loan Administrative Agent hereunder and under the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) other Loan Documents and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, Term Loan Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, to the Senior Collateral Term Loan Administrative Agent by the terms of the Second Lien Intercreditor Agreementhereof or thereof, together with such actions and 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all The provisions of this Article IV and Article VIII X are solely for the benefit of each Administrative Agent, the Credit Agreement Collateral Agent, the Lenders and the equivalent provision Issuers, and neither the Parent, the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any Additional First Lien Document (as though of such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein provisions or any obligations with respect thereto.

Appointment and Authority. (a) Each of the First Second Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. Citi to act on its behalf as the Collateral Second Lien Agent hereunder and as Second Lien Agent or collateral agent under each of the other First Second Lien Security Documents and as “Applicable Second Lien Agent” under the Senior Lien Intercreditor Agreement and authorizes the Collateral Second Lien Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Second Lien Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on the Shared Collateral granted by any Grantor to secure any of the First Second Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Second Lien Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Second Lien Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Shared Collateral (or any portion thereof) granted under any of the First Second Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Term Loan Agreement and the equivalent provision of any Additional First Other Second Lien Document Agreement (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Second Lien Agent” named thereinor collateral agent or “Applicable Second Lien Agent” under the Second Lien Security Documents or the Senior Lien Intercreditor Agreement) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreementhereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII Twelve of the Credit Agreement Indenture and the equivalent provision of the Notes Security Agreements and any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment and Authority. (a) Each of the First Lien Pari Passu Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Pari Passu Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Borrower or any other Grantor to secure any of the First Lien Pari Passu Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Pari Passu Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Junior Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” ”, or the equivalent agent, however referred to for the First Lien Pari Passu Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Junior Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Pari Passu Security Documents, or for exercising any rights and remedies thereunder or under the Second Junior Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document Pari Passu Agreement (as though such co-agents, sub-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) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.the Controlling Collateral Agent, at the request of the Parent Borrower, to execute and deliver the First Lien/Second Lien Intercreditor Agreement in the capacity as “Designated Senior Collateral AgentRepresentative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated Senior Collateral Agent Representative by the terms of the First Lien/Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable Senior Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeControlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Initial Additional First Lien Document and any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including 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 Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, as applicable, and each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretoParties). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agentsco‑agents, sub-agents sub‑agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV XIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIV (including Section 14.3, as though such co-agentsco‑agents, sub-agents sub‑agents and attorneys-in-fact attorneys‑in‑fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for the First Lien benefit of Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental theretoParties. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Party agrees that any action taken by Agent, Required Lenders, U.S. Required Lenders, or Canadian Required Lenders in accordance with the provisions of this Agreementthe Loan Documents, to take such actions on its behalf and to the exercise such powers as are delegated to, by Agent or otherwise given to, the Senior Collateral Agent by the terms Required Lenders of the Second Lien Intercreditor Agreementany rights or remedies set forth therein, together with such all other powers and discretion as are reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. In this connectionWithout limiting the generality of the foregoing, Agent shall have the Collateral sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of holding perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or enforcing otherwise deal with Collateral; and (e) take any Lien on Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Collateral (Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any portion thereof) granted under transaction relating thereto. Agent alone shall be authorized to determine whether any of the First Lien Security DocumentsAccounts or Inventory constitute Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any reserve, or for exercising whether any rights conditions to funding or to issuance of a Letter of Credit have been satisfied, which determinations and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativejudgments, if exercised in good faith, shall be entitled exonerate Agent from liability to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth Lender or other Person for any error in full herein with respect theretojudgment.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Credit Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Credit Documents, and each of the Lenders (including in its capacity as a potential Hedging Agreement Providers or Cash Management Agreement Providers) and the Issuing Lenders hereby irrevocably appoints and authorizes the 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 Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Credit Party Obligations, together with such powers and discretion as are reasonably incidental thereto. Each thereto (including, without limitation, to enter into additional Credit Documents or supplements to existing Credit Documents on behalf of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretoParties). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article VIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV Articles VIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document IX (including Section 9.5, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Credit Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lenders hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral 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 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 Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretoParties). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV Articles XIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties (other than the Collateral Agent) hereby irrevocably appoints JPMorgan Chase Xxxxx Fargo Bank, N.A. National Association (and Xxxxx Fargo Bank, National Association hereby accepts such appointment) to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take 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 reasonably incidental thereto, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each 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 First Lien Secured Parties also authorizes JPMorgan Chase BankCollateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, N.A., at and the request Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Parent BorrowerCollateral by reason of the act or omission of any carrier, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” forwarding agency or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes other agent or bailee selected by the Collateral Agent, Agent in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretogood faith. In this connection, the Collateral Agent and any co-agentsCollateral Agents, sub-agents Collateral Agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 21(e) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Second Lien Representative, shall be entitled to the benefits of all provisions of this Article IV Section 21 and Article VIII Section 14 of the Credit Agreement Indenture and the equivalent provision of any Additional First Second Lien Document Documents (as though such co-agentsCollateral Agents, sub-agents 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) Each of the First Lien Secured Parties KSURE Covered Facility Lenders hereby irrevocably appoints JPMorgan Chase appoints, designates and authorizes The Korea Development Bank, N.A. New York Branch as its KSURE Covered Facility Agent under and for purposes of each Financing Document to which the KSURE Covered Facility Agent is a party, and in its capacity as the KSURE Covered Facility Agent, to act on its behalf as Secured Debt Holder Group Representative and the Collateral Designated Voting Party (as defined in the Intercreditor Agreement) for the KSURE Covered Facility Lenders. The Korea Development Bank, New York Branch hereby accepts this appointment and agrees to act as the KSURE Covered Facility Agent hereunder and under each for the KSURE Covered Facility Lenders in accordance with the terms of this Agreement. Each of the other First Lien Security Documents KSURE Covered Facility Lenders appoints and authorizes the Collateral KSURE Covered Facility Agent to take act on behalf of such actions on its behalf KSURE Covered Facility Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the KSURE Covered Facility Agent (with respect to which the KSURE Covered Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral KSURE Covered Facility Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each Notwithstanding any provision to the contrary contained elsewhere in any Financing Document, the KSURE Covered Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the KSURE Covered Facility Agent have or be deemed to have any fiduciary relationship with any KSURE Covered Facility Lender or other KSURE Covered Facility Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the KSURE Covered Facility Agent. Without limiting the generality of the First Lien Secured Parties also authorizes JPMorgan Chase Bankforegoing sentence, N.A., at the request use of the Parent Borrower, term “agent” in this Agreement with reference to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” KSURE Covered Facility Agent is not intended to connote any fiduciary or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as may be otherwise expressly provided herein, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and no Credit Policy shall have any rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as counterparty to a Specified Hedge Agreement or Specified Cash Management Arrangement, as applicable) and the Issuing Lender hereby irrevocably appoints and authorizes the 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 Collateral granted by any Grantor of the Credit Party to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV Articles XIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A. DBNY to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 10.05 and 10.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Swap Contract providers and potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes a Lender hereunder after the Closing Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent in this Article X (including in connection with any indemnification or exculpation provided herein for the benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent acting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including 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 Lenders and the L/C Issuers, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential counterparty to a Swap Contract and potential counterparty to a Treasury Management Agreement) and each of the L/C Issuers hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article VII are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral 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 Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretoParties). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article VII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV VII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document IX (including Section 9.03, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. N.A., London Branch to act on its behalf as Administrative Agent hereunder and under the other Facility Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A., London Branch to act on its behalf as Collateral Agent hereunder and under each of the other First Lien Security Facility Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A., at London Branch to act on its behalf as Calculation Agent hereunder and under the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) other Facility Documents and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, Calculation Agent to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral to Calculation Agent by the terms of the Second Lien Intercreditor Agreementhereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, the Agents shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower. For the avoidance of doubt, Collateral Agent and Calculation Agent shall comply with any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all instructions from Administrative Agent. The provisions of this Article IV and Article VIII are solely for the benefit of the Credit Agreement Agents and the equivalent provision Lenders, and Borrower shall not have rights as a third party beneficiary of any Additional First Lien Document of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Facility Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties GSLP is hereby irrevocably appoints JPMorgan Chase Bankappointed Syndication Agent hereunder, N.A. and each Lender and Issuing Bank hereby authorizes GSLP to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Credit Documents. Bank of America is hereby appointed Administrative Agent and Collateral Agent hereunder and under each of the other First Lien Security Credit Documents and each Lender and Issuing Bank hereby authorizes the Bank of America to act as Administrative Agent and Collateral Agent to take such actions on its behalf behalf, including executing Credit Documents on its behalf, and to exercise such powers as are delegated to Administrative Agent and the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such actions and powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also Barclays Capital, DB, HSBC Securities, JPM and Xxxxx is hereby appointed Co-Documentation Agent hereunder, and each Lender and Issuing Bank hereby authorizes JPMorgan Chase Bankeach of Barclays Capital, N.A.DB, at the request of the Parent BorrowerHSBC Securities, JPM and Xxxxx to execute and deliver the Second Lien Intercreditor Agreement in the capacity act as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, Co-Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. Except as set forth in Section 9.6, Section 9.9 and Section 9.10, the provisions of this AgreementSection 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to take such actions on assume any relationship of agency or trust with or for Holdings or any of its behalf Subsidiaries. Each of the Syndication Agent and each Co-Documentation Agent, without consent of or notice to exercise such powers as are delegated toany party hereto, may assign any and all of its rights or otherwise given to, the Senior Collateral Agent by the terms obligations hereunder to any of its Affiliates. As of the Second Lien Intercreditor AgreementRestatement Effective Date, together with such powers neither GSLP, in its capacity as Syndication Agent, nor Barclays Capital, DB, HSBC Securities, JPM and discretion Xxxxx, in their capacities as are reasonably incidental thereto. In this connectionCo-Documentation Agent, nor the Collateral Agent and any co-senior managing agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing shall have any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, obligations but shall be entitled to the all benefits of all provisions of this Article IV and Article VIII Section 9. Each of the Credit Agreement Syndication Agent and the equivalent provision of each Co-Documentation Agent may resign from such role at any Additional First Lien Document (as though such co-agentstime, sub-agents with immediate effect, by giving prior written notice thereof to Administrative Agent and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoParent Borrower.

Appointment and Authority. (a) Each of the First Lien Secured Parties Working Capital Lenders, Issuing Banks and Swing Line Lenders hereby irrevocably appoints JPMorgan Chase Bankappoints, N.A. designates and authorizes The Bank of Nova Scotia as its Working Capital Facility Agent under and for purposes of each Finance Document to which the Working Capital Facility Agent is a party, and in its capacity as the Working Capital Facility Agent, to act on its behalf as Senior Creditor Group Representative and the Collateral Designated Voting Party (as defined in the Intercreditor Agreement) for the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders. The Bank of Nova Scotia hereby accepts this appointment and agrees to act as the Working Capital Facility Agent hereunder for the Working Capital Lenders, the Issuing Banks and under the Swing Line Lenders in accordance with the terms of this Agreement. Each of the Working Capital Lenders, Issuing Banks and the Swing Line Lenders hereby appoints and authorizes the Working Capital Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement on behalf of each Working Capital Lender, Issuing Bank and Swing Line Lender, in its name, place and stead, to bind it to the representations, warranties, terms and conditions contained therein and to act on behalf of such Working Capital Lender, Issuing Banks or Swing Line Lender under each Finance Document to which it is a party and in the absence of other First Lien Security Documents written instructions from the Required Working Capital Lenders received from time to time by the Working Capital Facility Agent (with respect to which the Working Capital Facility Agent agrees that it will comply, except as otherwise provided in this Section 10.01 (Appointment and authorizes Authority) or as otherwise advised by counsel, and subject in all cases to the Collateral Agent to take such actions on its behalf and terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Working Capital Facility Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each of Where the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, Working Capital Facility Agent is required or permitted to execute and deliver the Second Lien Intercreditor act under this Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given toany other Finance Document, the Senior Collateral Working Capital Facility Agent shall, notwithstanding anything herein or therein to the contrary, (i) be entitled to request instruction or direction in respect of any such rights, powers and discretions or clarification of any written instruction received by it, as to whether, and in what manner, it should exercise or refrain from exercising its rights, powers and discretions and (ii) unless the terms of the Second Lien Intercreditor Agreementagreement unambiguously mandate the action, together with such powers may refrain from acting (and discretion as are reasonably incidental theretowill incur no liability in refraining to act) until that direction, instruction or clarification is received by it from the relevant parties or from a court of competent jurisdiction. In this connectionWithout limiting the generality of the foregoing sentence, the Collateral use of the term “agent” in this Agreement with reference to the Working Capital Facility Agent and is not intended to connote any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding fiduciary or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Agent and the Collateral Agent Agent, respectively, by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Agent, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Agent or the Collateral Agent pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, Documents shall be entitled to the benefits of all provisions of this Article IV and Article VIII IX of the Credit Agreement, Article V of the Collateral Agency Appointment Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Senior Class Debt Representative, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Agent or the Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Agent or the Collateral Agent, as applicable, pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Agent or the Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Collateral Agent (at the instruction of the Controlling Agent) for such purposes.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including 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 Lenders and the L/C Issuer, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent holds any Collateral created or evidenced by a Collateral Document evidenced by English laws and the proceeds of such Collateral in trust for the holders of the Obligations. Section 1 of the Trustee Act 2000 shall not apply to that trust. In the case of any inconsistency with the Trustee Xxx 0000, the terms of this Agreement shall constitute a restriction or exclusion for the purposes of that Act. The perpetuity period for the trust in this Agreement is 80 years.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.the Controlling Collateral Agent, at the request of the Parent Borrower, to execute and deliver the any First Lien/Second Lien Intercreditor Agreement in the capacity as “Designated Senior Collateral AgentRepresentative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated Senior Collateral Agent Representative by the terms of the First Lien/Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable Senior Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeControlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Initial Additional First Lien Document and any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment and Authority. (a) Each of the First Lien Secured Parties KEXIM Covered Facility Lenders hereby irrevocably appoints JPMorgan Chase Bankappoints, N.A. designates and authorizes KEB NY Financial Corp. as its KEXIM Facility Agent under and for purposes of each Financing Document to which the KEXIM Facility Agent is a party, and in its capacity as the KEXIM Facility Agent, to act on its behalf as Secured Debt Holder Group Representative and the Collateral Designated Voting Party (as defined in the Intercreditor Agreement) for the KEXIM Covered Facility Lenders. KEB NY Financial Corp. hereby accepts this appointment and agrees to act as the KEXIM Facility Agent hereunder and under each for the KEXIM Covered Facility Lenders in accordance with the terms of this Agreement. Each of the other First Lien Security Documents KEXIM Covered Facility Lenders appoints and authorizes the Collateral KEXIM Facility Agent to take act on behalf of such actions on its behalf KEXIM Covered Facility Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the KEXIM Facility Agent (with respect to which the KEXIM Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral KEXIM Facility Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each Notwithstanding any provision to the contrary contained elsewhere in any Financing Document, the KEXIM Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the KEXIM Facility Agent have or be deemed to have any fiduciary relationship with any KEXIM Covered Facility Lender or other KEXIM Covered Facility Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the KEXIM Facility Agent. Without limiting the generality of the First Lien Secured Parties also authorizes JPMorgan Chase Bankforegoing sentence, N.A., at the request use of the Parent Borrower, term “agent” in this Agreement with reference to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” KEXIM Facility Agent is not intended to connote any fiduciary or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders hereby irrevocably appoints JPMorgan Chase BankBank of America, N.A. to act on its behalf as Administrative Agent hereunder and under the other Facility Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby irrevocably appoints Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act on its behalf as Collateral Agent hereunder and under each of the other First Lien Security Facility Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase BankLenders hereby irrevocably appoints Xxxxxxx Lynch, N.A.Pierce, at Xxxxxx & Xxxxx Incorporated to act on its behalf as Calculation Agent hereunder and under the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) other Facility Documents and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, Calculation Agent to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral to Calculation Agent by the terms of the Second Lien Intercreditor Agreementhereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming their functions and duties and exercising any discretion provided hereunder, the Agents shall act in a commercially reasonable manner solely as agents of the Lenders and do not assume and shall not be deemed to have assumed any obligations toward or relationship of agency or trust with or for Borrower. For the avoidance of doubt, Collateral Agent and Calculation Agent shall comply with any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all instructions from Administrative Agent. The provisions of this Article IV and Article VIII are solely for the benefit of the Credit Agreement Agents and the equivalent provision Lenders, and Borrower shall have no rights or obligations as a third party beneficiary (except as specified in Section 7.06) of any Additional First Lien Document 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 Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between contracting parties.

Appointment and Authority. Each Lender appoints and designates: (ai) Each Bank of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf America as the Agent hereunder; (ii) Bank of America as a Collateral Agent hereunder hereunder; and under each of the other First Lien Security Documents and authorizes the (iii) GE Capital as a Collateral Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to take such actions on its behalf which Agent is intended to be a party and to exercise such powers as are delegated to accept all Security Documents, for Agent’s benefit and the Collateral Agent by the terms hereof or thereof, including for purposes Pro Rata benefit of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental theretoLenders. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Lender agrees that any action taken by Agent, Collateral Agents or Required Lenders in accordance with the provisions of this Agreementthe Loan Documents, to take such actions on its behalf and to the exercise such powers as are delegated toby Agent, Collateral Agents or otherwise given to, the Senior Collateral Agent by the terms Required Lenders of the Second Lien Intercreditor Agreementany rights or remedies set forth therein, together with such all other powers and discretion as are reasonably incidental thereto, shall be authorized by and binding upon all Lenders. In this connectionWithout limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including the Intercreditor Agreement and any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents (including without limitation as the named secured party on behalf of the Secured Parties in control agreements, mortgages and financing statements, amendments, terminations and continuations filed pursuant to the UCC), and for all other purposes expressly stated therein; (d) manage, supervise or otherwise deal with Collateral; provided that Agent shall manage, supervise or otherwise deal with ABL Collateral at the direction of both Collateral Agents (and in the event that the Collateral Agents shall not agree on any action relating to any ABL Collateral that shall require the direction or approval of both Collateral Agents, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed determination shall be made by the Collateral Agent pursuant asserting the more conservative credit judgment on behalf of the Secured Parties); and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to Section 4.05 for purposes any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of holding Agent and Collateral Agents shall be ministerial and administrative in nature, and Agent and Collateral Agents shall not have a fiduciary relationship with any Lender, Secured Party, Participant or enforcing other Person, by reason of any Lien on Loan Document or any transaction relating thereto. The Collateral Agents alone shall be authorized to determine whether to impose or release any Availability Reserve in the exercise of their Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Collateral (Agents from liability to any Lender or other Person for any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth error in full herein with respect theretojudgment.

Appointment and Authority. (a) 12. Each of the First Lien Secured Parties Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. Hayfin Services LLP to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Agent Agent, through its agents or employees, to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each The provisions of this Section 12 (other than Section 12.6 (solely with respect to the removal and consent rights of the First Lien Secured Parties also authorizes JPMorgan Chase BankBorrower set forth therein) and Section 12.10 (solely with respect to the requirement for execution, N.A., at filing and other actions with respect to the request Collateral Documents and other collateral documentation set forth therein)) are solely for the benefit of the Parent BorrowerAgent and the Lenders, and no Credit Party shall have rights as a third party beneficiary of any of such provisions. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to execute and deliver Agent, Lenders agree that Agent shall have the Second Lien Intercreditor right to exercise the following powers as long as this Agreement remains in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement effect: (the “Senior Collateral Agent”i) and authorizes the Collateral Agentmaintain, in accordance with its customary business practices, ledgers and records reflecting the provisions status of this Agreementthe Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (ii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (iii) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (iv) open and maintain such actions on bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (v) perform, exercise, and enforce any and all other rights and remedies of the Secured Parties with respect to any Credit Party or its behalf and to exercise such powers as are delegated toSubsidiaries, the Obligations, the Collateral, or otherwise given torelated to any of same as provided in the Loan Documents, and (vi) incur and pay such Lender Expenses as Agent may deem necessary or appropriate for the Senior Collateral Agent by the terms performance and fulfillment of the Second Lien Intercreditor Agreement, together with such its functions and 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Loan Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-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) Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. Xxxxxxx Xxxxx to act on its behalf as the First Lien Administrative Agent and First Lien Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral First Lien Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the First Lien Administrative Agent and First Lien Collateral Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the First Lien Administrative Agent and the First Lien Collateral Agent, the Lenders and the Issuing Bank, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. (b) The First Lien Administrative Agent shall also act as the “First Lien Collateral Agent” under the First Lien Loan Documents, and each of the Lenders and the Issuing Bank hereby irrevocably appoints and authorizes the First Lien Collateral Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the First Lien Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the First Lien Administrative Agent and First Lien Collateral Agent pursuant to Section 4.05 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeFirst Lien Administrative Agent, shall be entitled to the benefits of all provisions of this Article IV VIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document IX (including Section 9.03 as though such co-agents, sub-sub- agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the First Lien Loan Documents) as if set forth in full herein with respect thereto.. SECTION 8.02

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, to act on its behalf as a Collateral Agent hereunder and under each the other Loan Documents for the benefit of the other First Lien Security Documents Secured Parties with respect to the Mortgaged Property (and all Collateral provided for with respect to the Mortgages) and authorizes the such Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A., at to act on its behalf as a Collateral Agent hereunder and under the request other Loan Documents for the benefit of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties with respect to the Collateral provided for under such agreement the Security Agreement and any other Security Document (other than the “Senior Collateral Agent”Mortgages) and authorizes the such Collateral Agent, in accordance with the provisions of this Agreement, Agent to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior to such Collateral Agent by the terms of the Second Lien Intercreditor Agreementhereof or thereof, together with such actions and 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all The provisions of this Article IV (other than Section 9.06 and Article VIII Section 9.10 which benefit, and may be enforced by, the Loan Parties) are solely for the benefit of the Credit Agreement Administrative Agent, the Collateral Agent, the Lenders and the equivalent provision Issuing Bank, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any Additional First Lien Document (as though of such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoprovisions.

Appointment and Authority. (a) Each of the First Lien Secured Parties Term Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. CS to act on its behalf as the Collateral Administrative Agent and each of the Revolving Lenders and the L/C Issuers hereby irrevocable appoints MSSF to act on its behalf as the Revolving Facility Administrative Agent, in each case hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Applicable Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral such Applicable Administrative Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 10.05 and 10.06, the provisions of this Article are solely for the benefit of the Administrative Agents, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Swap Contract providers and potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender 196 and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes a Lender hereunder after the Restatement Effective Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent in this Article X (including in connection with any indemnification or exculpation provided herein for the benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent acting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. (a) Each By virtue of their approval of the First Lien Secured Parties hereby Merger and this Agreement, the TEAMM Stockholders shall have approved the indemnification terms set forth in this Agreement and shall have agreed to irrevocably appoints JPMorgan Chase Bankappoint Mxxxxx X. Xxxx as their agent and attorney-in-fact, N.A. to act on its behalf as the Collateral Stockholders’ Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof coupled with an interest, to: (i) modify, amend or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure otherwise change this Agreement or any of the First Lien Obligationsterms or provisions included therein (including modifications, together amendments or changes subsequent to Closing); (ii) take all actions and execute all documents under this Agreement necessary or desirable to consummate the Merger and the transactions contemplated by this Agreement, and to take all actions and to execute all documents which may be necessary or desirable in connection therewith; (iii) give and receive consents and all notices hereunder; (iv) to authorize delivery to Accentia of Shares of Accentia Series D Preferred Stock, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 8.15 of this Agreement and comply with orders of courts and awards of arbitrators with respect to such powers claims, and discretion as are reasonably incidental thereto. Each to take all actions necessary or appropriate in the judgment of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at Stockholders’ Agent for the request accomplishment of the Parent Borrower, foregoing; and (v) deal with Accentia exclusively on all matters relating to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions any provision of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, Accentia shall be entitled to deal exclusively with the benefits of Stockholders’ Agent on all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if matters set forth in full herein this Section 8.4.1 and shall be entitled to rely exclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any TEAMM Stockholder by the Stockholders’ Agent, and on any other action taken or purported to be taken on behalf of any TEAMM Stockholder by the Stockholders’ Agent, as fully binding on such TEAMM Stockholder, without any obligation to notify or make inquiries with respect theretoto any TEAMM Stockholder. THE TEAMM STOCKHOLDERS AND EACH OF THEM INDIVIDUALLY, AGREE THAT SERVICE OF PROCESS UPON THE STOCKHOLDERS’ AGENT IN ANY ACTION OR PROCEEDINGS ARISING UNDER OR PERTAINING TO THIS AGREEMENT SHALL BE DEEMED TO BE VALID SERVICE OF PROCESS UPON EACH OF THE TEAMM STOCKHOLDERS AND ANY CLAIM BY ACCENTIA AGAINST THE TEAMM STOCKHOLDERS, OR ANY OF THEM, IN RESPECT OF THIS AGREEMENT MAY BE ASSERTED AGAINST AND SETTLED ON BEHALF OF ANY OF THEM BY, THE STOCKHOLDERS’ AGENT. The Stockholders’ Agent shall be deemed to have accepted his appointment herein upon his execution of this Agreement.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereofthereof (including entering into any Customary Settlement Lien Intercreditor Agreement and the Secured Cash Management Intercreditor Agreement), including 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 Lenders and the L/C Issuer, and the Company shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Swap Provider and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the 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 granted by any Grantor to secure any of the First Lien ObligationsCollateral, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second thereto (including entering into any Customary Settlement Lien Intercreditor Agreement in and the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Cash Management Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV IX and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Wxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article XI are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacity as counterparty to a Specified Hedging Agreement) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Credit Party to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 Administrative Agent pursuant to Section 4.05 this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV XI and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XII (including Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named thereinAgent under the Loan Documents) as if set forth in full herein with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, none of the Arranger, Co-Syndication Agents or Documentation Agent listed on the cover page hereof shall have any powers, duties, or responsibilities under this Agreement or any of the other Loan Documents except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or a Lender hereunder.

Appointment and Authority. (a) Each of the First Lien Lenders hereby irrevocably appoints Fortress Credit Corp. to act on behalf of the Lenders as Administrative Agent and Fortress Credit Corp. to act on behalf of the Lenders as Collateral Agent under this Agreement and the other Loan Documents and each of Administrative Agent and Collateral Agent is hereby authorized to take such actions on behalf of the Lenders under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such actions and powers as are reasonably incidental thereto. Subject to the terms of Section 13.8 and to the terms of the other Loan Documents, Administrative Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders. The provisions of this Article are solely for the benefit of Administrative Agent, Collateral Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. Each of the Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf act as the agent of (and to exercise such powers as are delegated to the Collateral Agent hold any security interest created by the terms hereof Security Documents for and on behalf of or thereof, including on trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf Obligations and to exercise such powers act as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreementsenior representative under any applicable intercreditor agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-sub- agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article XII for purposes of holding holding, perfecting or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeCollateral Agent, shall be entitled to the benefits of all provisions of this Article IV Articles XII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIII (including Section 13.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. Should any Lender (other than Collateral Agent) obtain possession or control of any such assets, such Lender shall notify Collateral Agent in writing thereof, and, promptly upon Collateral Agent’s request therefor, shall deliver such assets to Collateral Agent or in accordance with Collateral Agent’s instructions or transfer control to Collateral Agent in accordance with Collateral Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by Collateral Agent, it being understood and agreed that such rights and remedies may be exercised only by Collateral 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 any 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 foregoing, each Lender, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocably authorizes Administrative Agent, at the Required Lenders’ option and discretion, to enter into any Other Intercreditor Agreement (or similar agreements with the same or similar purpose and each of which are satisfactory to the Required Lenders) and any other subordination or intercreditor agreement (each of which are satisfactory to the Required Lenders) to effect the subordination of Subordinated Debt, as applicable, and as Administrative Agent for and on its behalf in accordance with the terms specified in this Agreement. Each Lender (and each Person that becomes a Lender hereunder in accordance with the terms hereof) and each other Secured Party (by receiving the benefits under an Other Intercreditor Agreement and any such subordination and intercreditor agreement and of the Collateral pledged pursuant to the Security Documents) agrees that the terms of the Other Intercreditor Agreement and any such subordination and intercreditor agreement shall be binding on such Lender and its successors and assigns, as if it were a party thereto. Each Lender (and each Person that becomes a Lender hereunder in accordance with the terms hereof) and each other Secured Party hereby authorizes and directs Administrative Agent to enter into the Other Intercreditor Agreement and any such subordination and intercreditor agreement on behalf of such Secured Party and agrees that Administrative Agent (at the direction of the Required Lenders) may take such actions on its behalf as are contemplated by the terms of the Other Intercreditor Agreement and any such subordination or intercreditor agreement. Administrative Agent shall notify the Secured Parties of the effectiveness of the Other Intercreditor Agreement and any such subordination or intercreditor agreement promptly after such execution and shall provide a copy of the executed Other Intercreditor Agreement and any such subordination or intercreditor agreement to the Secured Parties promptly after its effectiveness.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and except with respect to Section 9.06 and the last paragraph of Section 9.10, the Borrowers shall not have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty) and the Issuing Lender hereby irrevocably appoints and authorizes the 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 Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 Collateral Administrative Agent pursuant to Section 4.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV IX and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document X (including Section 10.03, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named thereinAgent under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and each Issuing Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as counterparty to a Secured Hedge Agreement or Secured Cash Management Agreement, as applicable) and each of the Issuing Lenders hereby irrevocably appoints and authorizes the 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 Collateral granted by any Grantor Credit Party to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article X for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV Articles X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Senior LC Lenders and the Senior Issuing Bank hereby irrevocably appoints JPMorgan Chase Bankappoints, N.A. designates and authorizes The Bank of Nova Scotia as its Senior LC Facility Administrative Agent under and for purposes of each Financing Document to which the Senior LC Facility Administrative Agent is a party, and in its capacity as the Senior LC Facility Administrative Agent, to act on its behalf as Secured Debt Holder Group Representative and the Collateral Designated Voting Party (as defined in the Intercreditor Agreement) for the Senior LC Lenders and the Senior Issuing Bank. The Bank of Nova Scotia hereby accepts this appointment and agrees to act as the Senior LC Facility Administrative Agent hereunder for the Senior LC Lenders and under each the Senior Issuing Bank in accordance with the terms of this Agreement. Each of the other First Lien Security Documents Senior LC Lenders and the Senior Issuing Bank appoints and authorizes the Collateral Senior LC Facility Administrative Agent to take act on behalf of such actions on its behalf Senior LC Lenders and the Senior Issuing Bank under each Financing Document to which it is a party and in the absence of other written instructions from the Required Senior LC Lenders received from time to time by the Senior LC Facility Administrative Agent (with respect to which the Senior LC Facility Administrative Agent agrees that it will comply, except as otherwise provided in this Section 10.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Senior LC Facility Administrative Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each of Notwithstanding any provision to the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement contrary contained elsewhere in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given toany Financing Document, the Senior Collateral LC Facility Administrative Agent by shall not have any duties or responsibilities except those expressly set forth herein, nor shall the terms Senior LC Facility Administrative Agent have or be deemed to have any fiduciary relationship with any Senior LC Lender, the Senior Issuing Bank or other Senior LC Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the Senior LC Facility Administrative Agent. Without limiting the generality of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connectionforegoing sentence, the Collateral use of the term "agent" in this Agreement with reference to the Senior LC Facility Administrative Agent and is not intended to connote any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding fiduciary or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of AmericaWells Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bankthereto (including, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties avoidance of doubt, exercising any discretion under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, Section 7.11 or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretootherwise). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, Administrative Agent shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder 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) Each of the First Lien Secured Parties Lenders and the Issuing Lenders hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. 105 The Administrative Agent shall also act as the “collateral 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 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 Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each thereto (including to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretoParties). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV Articles XIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders hereby (i) irrevocably appoints JPMorgan Chase Bank, N.A. Wilmington Trust to act on its behalf as the Administrative Agent and as Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and (ii) authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender authorizes and directs each Agent to enter into the Loan Documents to which it is a party on the date hereof or thereofon behalf of and for the benefit of the Lenders and to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, including as contemplated by and in accordance with this Agreement and the other Loan Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. The provisions of this Article IX are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Collateral Agent shall 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 granted by any Grantor of the Loan Parties pursuant to the Collateral Documents to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent or the Required Lenders, shall be entitled to the benefits of all provisions of this Article IV IX and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document Section 10.04 (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article IX. Any corporation or association into which any Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which such Agent is a party, will be and become the successor Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Each Lender acknowledges and agrees that no Agent shall have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall 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 other Loan Document or otherwise exist against any Agent. Regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any 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 permissive authorizations, entitlements, powers and rights (including the right to request that the Borrower take an action or deliver a document and the exercise of remedies following an Event of Default) granted to any Agent herein shall not be construed as duties. No Agent shall have any responsibility for interest or income on any funds held by it hereunder and any funds so held shall be held un-invested pending distribution thereof. Whether or not explicitly set forth therein, the rights, powers, 4144-3070-7525 protections, immunities and indemnities granted to each Agent herein shall apply to any document entered into by such Agent in connection with its role as Agent under the Loan Documents. Except to the extent expressly provided otherwise herein, the Required Lenders shall have the right to direct the Agents in all matters concerning the Loan Documents.

Appointment and Authority. (a) Each Senior Representative, on behalf of the First Lien Senior Secured Parties represented by it, hereby irrevocably appoints JPMorgan Chase BankCiticorp North America, N.A. Inc. (and any successor thereto as Senior Collateral Agent pursuant to the definition of the term “Senior Collateral Agent”) to act on its behalf as the Senior Collateral Agent hereunder and under each of the other First Lien Security Senior Collateral Documents and authorizes the Senior Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Senior Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Senior Collateral granted by any Grantor Subsidiary Guarantor to secure any of the First Lien Senior Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Senior Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Senior Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Senior Collateral (or any portion thereof) granted under any of the First Lien Security Senior Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Senior Credit Agreement and the equivalent provision of any Additional First Lien Document Senior Debt Facility (as though such co-agents, sub-agents and attorneys-in-fact were the “Senior Collateral Agent” named thereinunder the Senior Collateral Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Notwithstanding any other provision of this Agreement (including Section 2.09), nothing herein shall be construed to impose any fiduciary or other duty on any Controlling Collateral Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct any Controlling Collateral Agent, except that each Controlling Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01. Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.the Controlling Collateral Agent, at the request of the Parent Borrower, to to, if applicable, execute and deliver the Second Lien Permitted Junior Intercreditor Agreement in the capacity as “Designated Senior Collateral AgentRepresentative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated Senior Collateral Agent Representative by the terms of the Second Lien Permitted Junior Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretothereto and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable First Lien Debt Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Second Lien Other Intercreditor Agreement Agreements at the direction of the Applicable Authorized RepresentativeControlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Debt Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment and Authority. (a) Each of the First Lien First-Priority Secured Parties hereby irrevocably appoints JPMorgan Chase BankBarclays Bank PLC, N.A. to act on its behalf as the Collateral Intercreditor Agent hereunder and and, for such purposes, as its agent under each of the other First Lien Security First-Priority Collateral Documents and authorizes the Collateral Intercreditor Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Intercreditor Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Intercreditor Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Intercreditor Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security First-Priority Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativethereunder), shall be entitled to the benefits of all provisions of this Article IV of this Agreement, Articles XIII and Article VIII XIV of the 2011 Credit Agreement, Articles XII and XIII of the 2014 Credit Agreement and the equivalent provision of any Additional First Lien Document Other First-Priority Agreement (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named thereinunder the First-Priority Collateral Documents) as if set forth in full herein with respect thereto.. (b) Each Non-Controlling Secured Party acknowledges and agrees that the Intercreditor Agent shall be entitled, for the benefit of the First-Priority Secured Parties, to sell, transfer or otherwise dispose of or deal with any Common Collateral as provided herein and in the First-Priority Collateral Documents, without regard to any rights to which Non­Controlling Secured Parties would otherwise be entitled as a result of holding any First-Priority Obligations. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Intercreditor Agent or any other First-Priority Secured Party shall have any duty or obligation first to marshal or realize upon any type of Common Collateral (or any other Collateral securing any of the First-Priority Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Common Collateral (or any other Collateral securing any First-Priority Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First-Priority Secured Parties waives any claim it may now or hereafter have against the Intercreditor Agent or the Authorized Representative of any other Series of First-Priority Obligations or any other First-Priority Secured Party of any other Series arising out of (i) any actions which the Intercreditor Agent, any Authorized Representative or any First-Priority Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Priority Obligations from any account debtor, guarantor or any other party) in accordance with the First-Priority Collateral Documents or any other agreement related thereto or to the collection of the First-Priority Obligations or the valuation, use, protection or release of any security for the First-Priority Obligations, (ii) any election by any Intercreditor Agent or any holders of First-Priority Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Intercreditor Agent shall not accept any Common Collateral in full or partial satisfaction of any First-Priority Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without 18 the consent of each Authorized Representative representing holders of First-Priority Obligations for whom such Collateral constitutes Common Collateral. SECTION 4.02 Rights as a First-

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Wachovia to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as counterparty to a Specified Hedge Agreement or Specified Cash Management Arrangement, as applicable) and the Issuing Lender hereby irrevocably appoints and authorizes the 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 Collateral granted by any Grantor Credit Party or the Limited Guarantor Subsidiary, if applicable, to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV Articles XIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIV (including Section 13.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.the Controlling Collateral Agent, at the request of the Parent Borrower, to to, if applicable, execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Designated Senior Collateral AgentRepresentative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated Senior Collateral Agent Representative by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable Senior Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Second Lien Other Intercreditor Agreement Agreements at the direction of the Applicable Authorized RepresentativeControlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII the equivalent provisions of the Credit Agreement, the Indenture and the Notes Security Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, with such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment and Authority. A. In order to expedite the transactions contemplated by this Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders (a) for purposes of this Article IX, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the First Lien Secured Parties Lenders and each assignee of any such Lender, hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent Agents to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Collateral Agent Agents by the terms and provisions hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationsother Loan Documents, together with such actions and powers and discretion as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the First Lien Lenders all payments of principal of and interest on the Loans and all Fees and other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all Borrowing Requests (but not the supporting documentation attached thereto or the corresponding Requests for Advances from Franchisee Loan Borrowers) promptly after a Borrowing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to all collateral for the Loan and the rights of the Secured Parties also authorizes JPMorgan Chase Bankwith respect thereto, N.A., at the request of the Parent Borrower, to execute as contemplated by and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision Security Documents. All collateral for the Loan shall be held in the name of any Additional First Lien Document (The Chase Manhattan Bank, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein , on behalf of the Lenders, and all actions and determinations with respect theretothereto shall be taken by The Chase Manhattan Bank, as the Collateral Agent.

Appointment and Authority. (a) Each Senior Representative, on behalf of the First Lien Senior Secured Parties represented by it, hereby irrevocably appoints JPMorgan Chase BankCiticorp North America, N.A. Inc. (and any successor thereto as Senior Collateral Agent pursuant to the definition of the term “Senior Collateral Agent”) to act on its behalf as the Senior Collateral Agent hereunder and under each of the other First Lien Security Senior Collateral Documents and authorizes the Senior Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Senior Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Senior Collateral granted by any Grantor Subsidiary Guarantor to secure any of the First Lien Senior Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Senior Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Senior Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Senior Collateral (or any portion thereof) granted under any of the First Lien Security Senior Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Senior Credit Agreement and the equivalent provision of any Additional First Lien Document Senior Debt Facility (as though such co-agents, sub-agents and attorneys-in-fact were the “Senior Collateral Agent” named thereinunder the Senior Collateral Documents) as if set forth in full herein with respect thereto.. (b) Upon execution and delivery of an instrument substantially in the form of Annex 2 by an additional Senior Class Debt Representative in accordance with Section 5.13, each then-existing Senior Class Debt Representative (the “Existing Debt Representatives”) hereby authorizes and directs the Senior Collateral Agent to execute and deliver such instrument substantially in the form of Annex 2 and any other Senior Collateral Documents (and acknowledges that any Senior Collateral Documents previously executed and delivered will be deemed to have been executed and delivered) on behalf of all Existing Debt Representatives and acknowledges and agrees that upon execution and delivery of such instrument substantially in the form of Annex 1 and such other Senior Collateral Documents, if any, the Senior Collateral Agent will act in its capacity as Senior Collateral Agent for all Existing Debt Representatives and such additional Senior Class Debt Representative. (c) Each Non-Controlling Secured Party acknowledges and agrees that the Senior Collateral Agent shall be entitled, for the benefit of the Senior Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the Senior Collateral Documents, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the Senior Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Senior Collateral Agent, the Applicable Authorized Representative or any other Senior Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Senior Collateral securing any of the Senior Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Senior Collateral securing any Senior Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Senior Secured Parties waives any claim it may now or hereafter have against the Senior Collateral Agent or the Authorized Representative of any other Series of Senior Obligations or any other Senior Secured Party of any other Series arising out of (i) any actions which the Senior Collateral Agent, any Authorized Representative or any Senior Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Senior Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Senior Collateral and actions with respect to the collection of any claim for all or any part of the Senior Obligations from any account debtor, guarantor or any other party) in accordance with the Senior Collateral Documents or any other agreement related thereto or to the collection of the Senior Obligations or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Applicable Authorized Representative or any holders of Senior Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by, Rite Aid or any of its subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Senior Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any Senior Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of Senior Obligations for whom such Senior Collateral constitutes Shared Collateral. SECTION 4.02

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. Xxxxx Street Credit Advisors LP to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental or related thereto. The provisions of this Article IX (other than Sections 9.01, 9.05, 9.06 and 9.09 through and including 9.13) are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party has rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV IX and Article VIII X (including the second paragraph of the Credit Agreement and the equivalent provision of any Additional First Lien Document (Section 10.05), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) 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) with respect to the Collateral (including each Intercreditor Agreement and any other applicable intercreditor agreements contemplated hereby and 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. 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 obligations of the Loan Parties in connection with a Foreign Subsidiary becoming a Guarantor in accordance with Section 6.11, including 188

Appointment and Authority. (a) Each of the First Lien Secured Parties KEXIM Covered Facility Lenders hereby irrevocably appoints JPMorgan Chase Bankappoints, N.A. designates and authorizes Shinhan Bank New York Branch as its KEXIM Facility Agent under and for purposes of each Financing Document to which the KEXIM Facility Agent is a party, and in its capacity as the KEXIM Facility Agent, to act on its behalf as Secured Debt Holder Group Representative and the Collateral Designated Voting Party (as defined in the Intercreditor Agreement) for the KEXIM Covered Facility Lenders. Shinhan Bank New York Branch hereby accepts this appointment and agrees to act as the KEXIM Facility Agent hereunder and under each for the KEXIM Covered Facility Lenders in accordance with the terms of this Agreement. Each of the other First Lien Security Documents KEXIM Covered Facility Lenders appoints and authorizes the Collateral KEXIM Facility Agent to take act on behalf of such actions on its behalf KEXIM Covered Facility Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the KEXIM Facility Agent (with respect to which the KEXIM Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral KEXIM Facility Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each Notwithstanding any provision to the contrary contained elsewhere in any Financing Document, the KEXIM Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the KEXIM Facility Agent have or be deemed to have any fiduciary relationship with any KEXIM Covered Facility Lender or other KEXIM Covered Facility Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the KEXIM Facility Agent. Without limiting the generality of the First Lien Secured Parties also authorizes JPMorgan Chase Bankforegoing sentence, N.A., at the request use of the Parent Borrower, term “agent” in this Agreement with reference to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” KEXIM Facility Agent is not intended to connote any fiduciary or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Senior Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Senior Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Senior Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.recognizes that the Applicable Authorized Representative, at the request of the Parent BorrowerBorrowers, to execute and deliver has entered into [the Second Lien Senior/Junior Intercreditor Agreement in the such capacity as “Senior Collateral Lien Agent,” or and all such references therein to the equivalent agentSenior US-DOCS\79710822.5 Lien Agent shall be deemed to refer to the Applicable Authorized Representative, however referred as appointed from time to for time hereunder]22. Each of the First Senior Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral AgentApplicable Authorized Representative, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Lien Term Loan Agent by the Senior Lien Agent by the terms of any Senior/Junior Intercreditor Agreement or by the Second Lien Intercreditor Agreementequivalent capacity in any other intercreditor agreement with respect to any Shared Collateral, together with such powers and discretion as are reasonably incidental thereto. With respect to any provision in any Senior/Junior Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral that gives Senior Lien Secured Parties authority and discretion thereunder, the Senior Lien Secured Parties hereby irrevocably authorize the Applicable Authorized Representative to exercise such authority and discretion on their behalf in accordance with the terms of this Agreement. In this connection, the Collateral Agent Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Senior Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien any Senior/Junior Intercreditor Agreement Agreement, any other intercreditor agreement with respect to any Shared Collateral at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII Section 8 of the Credit Agreement and the equivalent provision of any Additional First Senior Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral AgentApplicable Authorized Representative” named therein) as if set forth in full herein with respect thereto.. US-DOCS\79710822.5

Appointment and Authority. (a) Each of the First Lien First-Priority Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. the Controlling Collateral Agent to act on its behalf as the Controlling Collateral Agent hereunder and under each of the other First Lien Security First-Priority Collateral Documents to which it is a party and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security First-Priority Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative), shall be entitled to to, in the case of the Credit Agreement Collateral Agent, the benefits of all provisions of this Article IV and Article VIII Section 9.03 of the Credit Agreement Agreement, in the case of the Initial Other Authorized Representaive, the benefits of this Article IV and Article VII of the Initial Other First-Priority Agreement, and, in the case of any other Controlling Collateral Agent, the equivalent provision of any Additional First Lien Document Other First-Priority Agreement (as though such co-agents, sub-agents and attorneys-in-fact were the “Controlling Collateral Agent” named thereinunder the First-Priority Collateral Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereofthereof (including entering into any Customary Settlement Lien Intercreditor Agreement and the Secured Cash Management Intercreditor Agreement), including 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 Lenders and the L/C Issuer, and the Company shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Swap Provider and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the 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 granted by any Grantor to secure any of the First Lien ObligationsCollateral, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second thereto (including entering into any Customary Settlement Lien Intercreditor Agreement in and the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Cash Management Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV IX and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document X (including Section 10.04(c), as though such co-agents, sub-sub- agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Applicable Collateral Agent to (subject to Section 2.02(a)) take such actions on its behalf and to exercise such powers as are delegated to the Applicable Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreementhereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Applicable Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Collateral Agent pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeCollateral Agent, shall be entitled to the benefits of (i) all provisions of this Article IV and Article VIII of the Credit Agreement, Article VIII of the ChampionX Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) and (ii) Section 9.03 of the Credit Agreement (solely with respect to the Credit Agreement Collateral Agent), Section 9.03 of the ChampionX Credit Agreement (solely with respect to the ChampionX Collateral Agent) and the equivalent provision of any Additional First Lien Document (solely with respect to the Collateral Agent named therein), in each case as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Collateral Agent to facilitate and effect actions taken or intended to be taken by the Applicable Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Collateral Agent for such purposes.

Appointment and Authority. (a) Each KEXIM hereby appoints, designates and authorizes Shinhan Bank New York Branch as its KEXIM Facility Agent under and for purposes of each Financing Document to which the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase BankKEXIM Facility Agent is a party, N.A. and in its capacity as the KEXIM Facility Agent, to act on its behalf as Secured Debt Holder Group Representative and the Collateral Designated Voting Party (as defined in the Intercreditor Agreement) for KEXIM. Shinhan Bank New York Branch hereby accepts this appointment and agrees to act as the KEXIM Facility Agent hereunder and under each for KEXIM in accordance with the terms of the other First Lien Security Documents this Agreement. KEXIM appoints and authorizes the Collateral KEXIM Facility Agent to take such actions act on its behalf under each Financing Document to which it is a party and in the absence of other written instructions from KEXIM received from time to time by the KEXIM Facility Agent (with respect to which the KEXIM Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral KEXIM Facility Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each Notwithstanding any provision to the contrary contained elsewhere in any Financing Document, the KEXIM Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the KEXIM Facility Agent have or be deemed to have any fiduciary relationship with KEXIM or other KEXIM Direct Facility Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the KEXIM Facility Agent. Without limiting the generality of the First Lien Secured Parties also authorizes JPMorgan Chase Bankforegoing sentence, N.A., at the request use of the Parent Borrower, term “agent” in this Agreement with reference to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” KEXIM Facility Agent is not intended to connote any fiduciary or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties Buyer hereby irrevocably appoints JPMorgan Chase BankFunicular Funds, N.A. LP to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Transaction Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each The provisions of this Section 10 are solely for the benefit of the First Lien Secured Parties also authorizes JPMorgan Chase BankCollateral Agent and the Buyers, N.A.and no Note Party shall have rights as a third party beneficiary of any of such provisions. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, at the request of the Parent BorrowerCollateral Agent shall not have any duties or responsibilities, to execute except those expressly set forth herein and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior other Transaction Documents, nor shall the Collateral Agent,” Agent have or the equivalent agentbe deemed to have any fiduciary relationship with any Buyer, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Collateral Agent. In performing its functions and duties under this Agreement, the Collateral Agent shall not assume and the Collateral Agent shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Note Parties or any of their respective Subsidiaries. Anything contained in any of the Transaction Documents to the contrary notwithstanding, the Note Parties, the Collateral Agent and each Buyer hereby agree that (i) no Buyer shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Buyers, in accordance with the provisions terms hereof and all powers, rights and remedies under the Transaction Documents may be exercised solely by the Collateral Agent, and (ii) in the event of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, a foreclosure by the Senior Collateral Agent by the terms on any of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connectionCollateral pursuant to a public or private sale, the Collateral Agent or any Buyer may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Buyers (but not any co-agentsBuyer or Buyers its or their respective individual capacities unless the Required Holders shall otherwise agree in writing) shall be entitled, sub-agents for the purpose of bidding and attorneys-in-fact appointed making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretosale.

Appointment and Authority. (a) Each of the First Lien Secured Parties (other than the Collateral Agent) hereby irrevocably appoints JPMorgan Chase Wxxxx Fargo Bank, N.A. National Association (and Wxxxx Fargo Bank, National Association hereby accepts such appointment) to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take 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 reasonably incidental thereto, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each 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 First Lien Secured Parties also authorizes JPMorgan Chase BankCollateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, N.A., at and the request Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Parent BorrowerCollateral by reason of the act or omission of any carrier, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” forwarding agency or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes other agent or bailee selected by the Collateral Agent, Agent in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretogood faith. In this connection, the Collateral Agent and any co-agentsCollateral Agents, sub-agents Collateral Agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 20(e) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Second Lien Representative, shall be entitled to the benefits of all provisions of this Article IV Section 20 and Article VIII 14 of the Credit Agreement Indenture and the equivalent provision of any Additional First Second Lien Document Documents (as though such co-agentsCollateral Agents, sub-agents 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) Each of the First Lien Secured Parties Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 10.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Swap Contract providers and potential Treasury Management Agreement providers) and the L/C Issuer hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent), shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Senior Lenders and the Revolving LC Issuing Bank hereby irrevocably appoints JPMorgan Chase appoints, designates and authorizes MUFG Bank, N.A. Ltd., as its P1 Administrative Agent under and for purposes of each P1 Financing Document to which the P1 Administrative Agent is a party, and in its capacity as the P1 Administrative Agent, to act on its behalf as Senior Secured Debt Holder Representative for the Collateral Senior Lenders and the Revolving LC Issuing Bank. MUFG Bank, Ltd. xxxxxx accepts this appointment and agrees to act as the P1 Administrative Agent hereunder for the Senior Lenders and under each the Revolving LC Issuing Bank in accordance with the terms of this Agreement, and to act as Senior Secured Debt Holder Representative for the Senior Lenders and the Revolving LC Issuing Bank in accordance with the Common Terms Agreement. Each of the other First Lien Security Documents Senior Lenders and the Revolving LC Issuing Bank appoints and authorizes the Collateral P1 Administrative Agent to take act on behalf of such actions on its behalf Senior Lender and the Revolving LC Issuing Bank under each P1 Financing Document to which it is a party and in the absence of other written instructions from the Majority Senior Lenders received from time to time by the P1 Administrative Agent (with respect to which the P1 Administrative Agent agrees that it will comply, except as otherwise provided in this Section 13.1 or as otherwise advised by counsel, and subject in all cases to the terms of the Collateral and Intercreditor Agreement), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral P1 Administrative Agent by the terms hereof or and thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are may be reasonably incidental thereto. Each Notwithstanding any provision to the contrary contained elsewhere in any P1 Financing Document, the P1 Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the P1 Administrative Agent have or be deemed to have any fiduciary relationship with any Senior Lender, Revolving LC Issuing Bank or other Credit Agreement Senior Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any P1 Financing Document or otherwise exist against the P1 Administrative Agent. Without limiting the generality of the First Lien Secured Parties also authorizes JPMorgan Chase Bankforegoing sentence, N.A., at the request use of the Parent Borrower, term “agent” in this Agreement with reference to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” P1 Administrative Agent is not intended to connote any fiduciary or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (applicable Government Rule. Instead, such term is used merely as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent Applicable Authorized Representative by the terms hereof or thereofthe First Lien Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.recognizes that the Applicable Authorized Representative, at the request of the Parent Borrower, to execute and deliver the has entered into (i) any First Lien/Second Lien Intercreditor Agreement in the such capacity as “Senior Collateral First Lien Agent,” or and all such references therein to the equivalent agentFirst Lien Agent shall be deemed to refer to the Applicable Authorized Representative, however referred as appointed from time to for time hereunder, and (ii) the ABL Intercreditor Agreement in such capacity as “First Lien Term Loan Agent” and all such references therein to the First Lien Term Loan Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder. Each of the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral AgentApplicable Authorized Representative, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral First Lien Agent by the terms of any First Lien/Second Lien Intercreditor Agreement, the First Lien Term Loan Agent by the terms of the Second Lien ABL Intercreditor AgreementAgreement or by the equivalent capacity in any other intercreditor agreement with respect to any Shared Collateral, together with such powers and discretion as are reasonably incidental thereto. With respect to any provision in any First Lien/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral that gives First Lien Secured Parties authority and discretion thereunder, the First Lien Secured Parties hereby irrevocably authorize the Applicable Authorized Representative to exercise such authority and discretion on their behalf in accordance with the terms of this Agreement. In this connection, the Collateral Agent Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder thereunder, or under the any First Lien/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII Section 8 of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral AgentApplicable Authorized Representative” named therein) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Applicable Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Applicable Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Applicable Collateral Agent (including in its capacity as Mortgage Collateral Agent) and any co-agents, sub-agents subagents, delegates, receivers and attorneys-in-fact appointed by the Applicable Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativethereunder, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named thereincollateral agent under the Security Documents) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Collateral Agent to facilitate and effect actions taken or intended to be taken by the Applicable Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Collateral Agent for such purposes.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders hereby irrevocably appoints JPMorgan Chase BankFirst Eagle Alternative Credit, N.A. LLC (as successor by merger to First Eagle Private Credit, LLC (f/k/a NewStar Financial, Inc.)) to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Agent such Agents to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent such Agents by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each , including executing the Loan Documents (other than this Agreement) on behalf of the First Lien Secured Parties also authorizes JPMorgan Chase BankLenders; provided, N.A.that, at except as expressly set forth herein, such Agents may not execute any amendments to the Loan Documents, without the written consent of the Required Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances as provided in Section 10.02). The Agents agree, upon the written request of the Parent BorrowerRequired Lenders, to execute take any action of the type specified in this Agreement or any of the other Loan Documents as being within the Agents’ rights, duties, powers or discretion. Notwithstanding the foregoing, an Agent shall be fully justified in failing or refusing to take any action requested by the Lenders hereunder, unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and deliver all liabilities, losses, costs and expenses (including, without limitation, attorneys’ fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action, other than any liability which may arise out of Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with written instructions signed by the Second Lien Intercreditor Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. In the absence of a request by the Required Lenders, each Agent shall have authority, in its reasonable discretion exercised in good faith, to take or not to take any action on behalf of the Lenders, unless this Agreement in or any of the capacity as “Senior other Loan Documents specifically requires the consent of the Required Lenders or of all of the Lenders. Each Lender hereby releases the Administrative Agent and the Collateral Agent,” or Agent from any restrictions imposed by section 181 of the equivalent agent, however referred to for the First Lien Secured Parties under such agreement German Civil Code (the “Senior Collateral Agent”Bürgerliches Gesetzbuch) and authorizes similar restrictions applicable to it pursuant to any other law, in each case, to the fullest extent legally possible to that Lender so that the Administrative Agent and the Collateral Agent can make use of any authorization granted under this Agreement or any other Loan Document and perform its duties and obligations and exercise its rights granted thereunder. A Lender which is barred by its constitutional documents or by law from granting such release shall notify the Administrative Agent and the Collateral Agent accordingly without undue delay and, upon reasonable request of the Collateral Agent, either act in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion Loan Document 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 required pursuant to Section 4.05 for purposes the Loan Documents or grant a special power of holding or enforcing any Lien attorney to a party acting on the Collateral (or any portion thereof) granted under any its behalf, in a manner that is not prohibited pursuant to section 181 of the First Lien Security Documents, or for exercising German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoother law).

Appointment and Authority. (a) Each of the First Lien Equal Priority Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Equal Priority Secured Parties also authorizes JPMorgan Chase Bank, N.A.the Controlling Collateral Agent, at the request of the Parent Borrower, to to, if applicable, execute and deliver the Second Lien a Junior Priority Intercreditor Agreement in the capacity as “Designated Senior Collateral Agent,Representative” or the equivalent agent, agent however referred to for the First Lien Equal Priority Secured Parties under such agreement (as applicable, the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the such “Designated Senior Collateral Agent Representative” or equivalent agent by the terms of the Second Lien any Junior Priority Intercreditor Agreement, Agreement together with such powers and discretion as are reasonably incidental thereto, and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to it hereunder and thereunder. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Equal Priority Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien any Junior Priority Intercreditor Agreement at the direction of the Applicable Authorized Representative, Controlling Collateral Agent shall be entitled to the benefits of all provisions of this Article IV and Article VIII IV, Section 9 of the Senior Credit Agreement, Article VI of the Senior Credit Facilities Security Agreement, Articles Six and Fourteen of the Indenture, Article VI of the Notes Security Agreement and the equivalent provision of any Additional First Lien Equal Priority Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Administrative Agent” named therein) as if set forth in full herein with respect thereto.”, “

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders hereby irrevocably appoints JPMorgan Chase BankCredit Suisse AG, N.A. Cayman Islands Branch to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of Without limiting the First Lien Secured Parties also foregoing, each Lender irrevocably authorizes JPMorgan Chase Bank, N.A., at and directs the Administrative Agent to (a) upon the request of the Parent BorrowerBorrower in connection with any incurrence of Term Loan Refinancing Indebtedness, enter into one or more amendments to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral AgentDocuments as may be agreed between the Borrower and the Administrative Agent to effectuate the Term Loan Refinancing Indebtedness, (b) upon the request of the Borrower in accordance connection with the provisions incurrence of this AgreementTerm Loan Refinancing Indebtedness, enter into intercreditor arrangements with the agent or lenders in respect of such Term Loan Refinancing Indebtedness to take such actions on its behalf and to exercise such powers as are delegated to, reflect the pari passu or otherwise given to, the Senior Collateral Agent by the terms junior nature of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, securing the Collateral Agent in respect of such Term Loan Refinancing Indebtedness and (c) upon the request of the Borrower in connection with any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent incurrence of Indebtedness pursuant to Section 4.05 for purposes of holding 7.01(a)(xiv) or enforcing Section 7.01(b)(xii), enter into any Lien on amendments to the Collateral (Documents to include such Indebtedness as a secured obligation thereunder or any portion thereof) granted under any intercreditor arrangements with the trustee, agent or lenders in respect of such Indebtedness to reflect the pari passu or junior nature of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under securing the Second Lien Intercreditor Agreement at the direction Collateral in respect of the Applicable Authorized Representative, shall be entitled to the benefits of all such Indebtedness. The provisions of this Article IV and Article VIII are solely for the benefit of the Credit Agreement Administrative Agent and the equivalent provision Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any Additional First Lien Document (as though of such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoprovisions.

Appointment and Authority. (a) Each of the First Senior Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Senior Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Senior Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.recognizes that the Applicable Authorized Representative, at the request of the Parent Borrower, to execute and deliver has entered into (i) the Second Lien ABL Intercreditor Agreement in the such capacity as “Senior Collateral Lien Term Loan Agent,” or and all such references therein to the equivalent agentSenior Lien Term Loan Agent shall be deemed to refer to the Applicable Authorized Representative, however referred as appointed from time to for time hereunder and [(ii) the First Senior/Junior Intercreditor Agreement in such capacity as “Senior Lien Agent” and all such references therein to the Senior Lien Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder]2. Each of the Senior Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral AgentApplicable Authorized Representative, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Lien Term Loan Agent by the ABL Intercreditor Agreement, the Senior Lien Agent by the terms of any Senior/Junior Intercreditor Agreement or by the Second Lien Intercreditor Agreementequivalent capacity in any other intercreditor agreement with respect to any Shared Collateral, together with such powers and discretion as are reasonably incidental thereto. With respect to any provision in the ABL Intercreditor Agreement, any Senior/Junior Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral that gives Senior Lien Secured Parties authority and discretion thereunder, the Senior Lien Secured Parties hereby irrevocably authorize the Applicable Authorized Representative to exercise such authority and discretion on their behalf in accordance with the terms of this Agreement. In this connection, the Collateral Agent Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Senior Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien ABL 2 NTD: Text to be included if Senior/Junior ICA is effective at time of execution of this agreement. Intercreditor Agreement or any Senior/Junior Intercreditor Agreement, any other intercreditor agreement with respect to any Shared Collateral at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII Section 8 of the Credit Agreement and the equivalent provision of any Additional First Senior Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral AgentApplicable Authorized Representative” named therein) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the LC Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A. Whitney Bank to enter into each of the Loan Documents to which it is a party (other than this Agreement) on its behalf and to act on its behalf as the Collateral Agent hereunder under this Agreement and under each of the other First Lien Security Loan Documents and authorizes the Collateral Agent to take 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. The provisions of this Article are solely for the benefit of Agent, the Lenders and the LC Issuers, and neither Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. Agent shall also act as the “collateral 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 LC Issuers hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and such LC Issuers for purposes of acquiring, holding holding, perfecting and enforcing any and all Liens on Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Agent, as “collateral agent” and any co-agents, sub-sub­ agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 this Article XII for purposes of holding holding, perfecting or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAgent, shall be entitled to the benefits of all provisions of this Article IV Articles XII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIII (including Section 13.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by Agent, it being understood and agreed that such rights and remedies may be exercised only by 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 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.

Appointment and Authority. (a) Section 10.1 Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. to Regions Bank to(a) act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Credit Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at Lenders and the request of Issuing Bank hereby irrevocably appoints Regions Bank to(b) act on its behalf as the Parent Borrower, to execute Collateral Agent hereunder and deliver under the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) other Credit Documents and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, Agent to take such actions action on its behalf and to exercise such powers and perform such duties as are expressly delegated to, or otherwise given to, the Senior Collateral Agent to it by the terms of the Second Lien Intercreditor Agreementthis Agreement or any Collateral Document, together with such powers and discretion as are reasonably incidental thereto. In this connectionNotwithstanding 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 co-agentsCollateral Document or otherwise exist against the Collateral Agent. The Collateral Agent shall act on behalf of the Secured Parties with respect to any Collateral and the Collateral Documents, sub-agents and attorneys-in-fact appointed 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 pursuant to Section 4.05 for purposes of holding in connection with any Collateral or enforcing any Lien on 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. The provisions of this Section are solely for the benefit of the Administrative Agent, the(c) Collateral Agent, the Lenders and the Issuing Bank, and no Credit Party nor any of its Subsidiaries shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any portion thereofother similar term) granted with reference to the Administrative Agent 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. Rights as a Lender. Each Person serving as an Agent hereunder shall have theSection 10.2 same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary of the First Lien Security Documents, Borrower or for exercising other Affiliate thereof as if such Person were not an Agent hereunder and without any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled duty to account therefor to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoLenders. Exculpatory Provisions.Section 10.3

Appointment and Authority. (a) Each Senior Representative (other than the Revolving Credit Facility Collateral Agent), on behalf of the First Lien Senior Secured Parties represented by it, hereby irrevocably appoints JPMorgan Chase Bank, N.A. the Revolving Credit Facility Collateral Agent (and any successor thereto as Controlling Agent pursuant to the definition of the term “Controlling Agent”) to act on its behalf as the Collateral Controlling Agent hereunder and under each of the other First Lien Security Documents Collateral Documents, and authorizes the Collateral Controlling Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Controlling Agent by the terms hereof or thereofhereof, including for purposes of acquiring, holding and enforcing any and all Liens on Shared Collateral granted by ETE or any Grantor Subsidiary Guarantor to secure any of the First Lien Senior Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Controlling Agent and any co-agents, sub-agents and agents, attorneys-in-fact appointed by the Controlling Agent or other Persons acting on behalf or for the benefit of the Controlling Agent in respect of any Shared Collateral Agent pursuant to Section 4.05 or under the Collateral Documents to which it is a party for purposes of holding or enforcing any Lien on the Shared Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativethereunder, shall be entitled to the benefits of all provisions of this Article IV and Article VIII IX of the Revolving Credit Agreement and the equivalent provision of the Term Loan Agreement, Indenture or any Additional First Lien Document Senior Secured Debt Documents (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Controlling Agent” named thereinunder the Collateral Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase BankUBS AG, N.A. Stamford Branch, to act on its behalf as the US Administrative Agent, US Collateral Agent and Canadian Collateral Agent, and National City Bank, to act on its behalf as Canadian Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Agent such Agents to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent such Agents by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the The provisions of this AgreementArticle are solely for the benefit of the Agents, the Lenders and the Issuing Bank, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Notwithstanding anything else contained herein, any Administrative Agent or any Collateral Agent may assign any of its rights and obligations as an Agent hereunder to any of its Affiliates without the consent of any other party to any Loan Document and UBS AG, Stamford Branch in its capacity as Canadian Collateral Agent may transfer its rights and obligations in such role to a Lender (or an Affiliate of a Lender) designated by it in consultation with Borrowers. Notwithstanding the foregoing, each of Canadian Secured Parties hereby irrevocably appoints Canadian Collateral Agent as the person holding the power of attorney (fonde dé pouvoir) of Canadian Secured Parties as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on their behalf, and for their benefit, a deed of hypothec (“Deed of Hypothec”) that may hereafter be executed by Canadian Borrower under the laws of the Province of Quebec and creating a Lien on Canadian Borrower’s Collateral located in such actions on its behalf Province and to exercise such powers and duties which are conferred upon Canadian Collateral Agent under such deed. Each of the Canadian Secured Parties hereby additionally irrevocably appoints Canadian Collateral Agent as are delegated toagent, or otherwise given tomandatory, custodian and depositary for and on behalf of each of them (i) to hold and to be the sole registered holder of any bond (“Bond”) that may hereafter be issued under any such Deed of Hypothec, the Senior Collateral Agent by the terms whole notwithstanding Section 32 of the Second Act respecting the special powers of legal persons (Quebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a Bond Pledge Agreement (“Pledge”) that may hereafter be executed by Canadian Borrower under the laws of the Province of Quebec and creating a Lien Intercreditor Agreement, together with such powers on the Bond as security for the payment and discretion as are reasonably incidental theretoperformance of the Secured Obligations. In this connectionrespect, the (a) Canadian Collateral Agent Agent, as agent, mandatary, custodian and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any depositary of the First Lien Security DocumentsCanadian Secured Parties, or for exercising any rights shall keep a record indicating the names and remedies thereunder or under addresses of, and the Second Lien Intercreditor Agreement at the direction pro rata portion of the Applicable Authorized Representativeobligations and indebtedness secured by any such Pledge, shall owing to the persons for and on behalf of whom the Bond is so held from time to time, and (b) each of the Canadian Secured Parties will be entitled to the benefits of any Collateral of Canadian Borrower charged under any such Deed of Hypothec and any such Pledge and will participate in the proceeds of realization of any such Collateral, the whole in accordance with the terms hereof. Canadian Collateral Agent, in such aforesaid capacities shall (x) 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 Canadian Collateral Agent with respect to the Collateral under any such Deed of Hypothec and Pledge, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to Canadian Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Canadian Secured Parties. Any person who becomes a Canadian Secured Party shall be deemed to have consented to and confirmed Canadian Collateral Agent as the person holding the power of this Article IV attorney (fondé de pouvoir) and Article VIII as the agent, mandatary, custodian and depositary as aforesaid and to have ratified, as of the Credit Agreement date it becomes a Canadian Secured Parties, all actions taken by Canadian Collateral Agent in such capacities. Canadian Collateral Agent shall be entitled to delegate from time to time any of its powers or duties under any such Deed of Hypothec and the equivalent provision of any Additional First Lien Document (such Pledge to any person and on such terms and conditions as though such co-agents, sub-agents and attorneys-in-fact were the “Canadian Collateral Agent” named therein) as if set forth in full herein with respect theretoAgent may determine from time to time.

Appointment and Authority. (a) Each of the First Lien Authorized Representatives, for itself and on behalf of its Related Secured Parties Parties, hereby irrevocably appoints JPMorgan Chase Bank, N.A. Barclays Bank PLC to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents Documents, and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, hereby grants to the Collateral Agent any required powers of attorney to execute any First Lien Security Document governed by the laws of such jurisdiction on such Secured Party's behalf. Without limiting the generality of the foregoing, the Collateral Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Shared Collateral, and the rights of the Secured Parties also authorizes JPMorgan Chase Bankwith respect thereto, N.A., at the request of the Parent Borrower, to execute as contemplated by and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf Agreement and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms First Lien Security Documents. Each of the Second Lien Intercreditor AgreementAuthorized Representatives, together with such powers for itself and discretion as are reasonably incidental thereto. In this connectionon behalf of its Related Secured Parties, acknowledges and agrees that the Collateral Agent shall be entitled, for the benefit of the Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of in the First Lien Security Documents, without regard to any rights, remedies or powers to which the Non-Controlling Secured Parties would otherwise be entitled to as a result of their Non-Controlling Secured Obligations. Without limiting the foregoing, each of the Authorized Representatives, for exercising any rights itself and remedies thereunder or under on behalf of its Related Secured Parties, agrees that none of the Second Lien Intercreditor Agreement at the direction of Collateral Agent, the Applicable Authorized RepresentativeRepresentative or any other Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), shall be entitled or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize Exhibit 10.1 the return to the benefits Non-Controlling Secured Parties, notwithstanding that the order and timing of all provisions any such realization, sale, disposition or liquidation may affect the amount of this Article IV and Article VIII proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Credit Agreement Authorized Representatives, for itself and on behalf of its Related Secured Parties, waives any claim they may now or hereafter have against the Collateral Agent or the Authorized Representative or any Secured Party of any other Class arising out of (i) any actions that the Collateral Agent or any such Authorized Representative or Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale or other disposition, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.06, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, the Company or any of the Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing Secured Parties for whom such Collateral constitutes Shared Collateral. Each of the Authorized Representatives, for itself and on behalf of its Relates Secured Parties, acknowledges and agrees that, upon any other obligations being designated hereunder as Additional First Lien Document (Obligations or any other Person becoming an Additional Authorized Representative or any other Persons becoming Additional Secured Parties, the Collateral Agent will continue to act in its capacity as though Collateral Agent in respect of the then existing Authorized Representatives and Secured Parties and such co-agents, sub-agents Additional Authorized Representative and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoAdditional Secured Parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent BorrowerControlling Collateral Agent, to execute and deliver the Second Lien ABL Intercreditor Agreement in the capacity as “Senior Controlling Fixed Asset Collateral Agent,” or the equivalent agent, however referred to for the First Lien Additional Fixed Asset Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Controlling Fixed Asset Collateral Agent by the terms of the Second Lien ABL Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien ABL Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeControlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII Section 8 of the Credit Agreement and the equivalent provision of the Indenture, the Notes Security Agreement and the Notes Pledge Agreement and any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral AgentAuthorized Representative” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Authorized Representative, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreementhereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent Applicable Authorized Representative pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativethereunder, shall be entitled to the benefits of all provisions of this Article IV and Article VIII Section 9 of the Credit Agreement and the equivalent provision of the Indenture and the Notes Security Agreements and any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Authorized Representative to facilitate and effect actions taken or intended to be taken by the Applicable Authorized Representative pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Authorized Representative to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative for such purposes. (b) Each Non-Controlling Secured Party acknowledges and agrees that the Applicable Authorized Representative shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, without regard to any rights to which the Non-Controlling Secured Parties would -14- otherwise be entitled as a result of their Credit Agreement Obligations, Indenture Obligations or Additional First Lien Obligations, as applicable. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Applicable Authorized Representative or the Collateral Agent for any other Series of First Lien Obligations or any other First Lien Secured Party of any other Series arising out of (i) any actions that do not violate this Agreement which any Collateral Agent or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Collateral Agent or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, any Grantor or any of its Subsidiaries, as debtor-in-possession. SECTION 4.02.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase BankGE Capital, N.A. to act on its behalf as the US Administrative Agent and as US Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral such Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral such Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at Lenders and the request of the Parent BorrowerIssuing Bank hereby irrevocably appoints GE Canada, to execute act on its behalf as a Canadian Collateral Agent hereunder and deliver under the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) other Loan Documents and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, such Agent to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral to such Agent by the terms of the Second Lien Intercreditor Agreementhereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionWithout limiting the generality of the foregoing, each Lender hereby authorizes each of GE Capital and GE Canada to consent, on behalf of each Lender, to an Interim Order substantially in the form attached as Exhibit J hereto and a Final Order to be negotiated between the Debtors, the Administrative Agents and the Committee. Each of the Lenders and the Issuing Bank hereby irrevocably appoints The Bank of New York, to act on its behalf as the Senior Note Collateral Agent hereunder and any co-agents, sub-agents under the other Loan Documents and attorneys-in-fact appointed authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the Collateral Agent pursuant to Section 4.05 for purposes of holding terms hereof or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights together with such actions and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all powers as are reasonably incidental thereto. The provisions of this Article IV and Article VIII are solely for the benefit of the Credit Agreement Administrative Agents, the Collateral Agents, the Lenders and the equivalent provision Issuing Bank, and neither Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any Additional First Lien Document (as though of such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoprovisions.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. Xxxxxxx Xxxxx to act on its behalf as the First Lien Administrative Agent and First Lien Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral First Lien Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the First Lien Administrative Agent and First Lien Collateral Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the First Lien Administrative Agent and the First Lien Collateral Agent, the Lenders and the Issuing Bank, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. (b) The First Lien Administrative Agent shall also act as the “First Lien Collateral Agent” under the First Lien Loan Documents, and each of the Lenders and the Issuing Bank hereby irrevocably appoints and authorizes the First Lien Collateral Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the First Lien Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the First Lien Administrative Agent and First Lien Collateral Agent pursuant to Section 4.05 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeFirst Lien Administrative Agent, shall be entitled to the benefits of all provisions of this Article IV VIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document IX (including Section 9.03 as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the First Lien Loan Documents) as if set forth in full herein with respect thereto.. -156- [EMEA_ACTIVE 302040156_13]

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. Xxxxx Fargo to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including 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 Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretoParties). In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV Articles XIII and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Applicable Collateral Agent to (subject to Section 2.02(a)) take such actions on its behalf and to exercise such powers as are delegated to the Applicable Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each thereto (including the appointment of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement it as security trustee in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to any jurisdiction for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental theretoSecurity Documents). In this connection, the Applicable Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Collateral Agent pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeCollateral Agent, shall be entitled to the benefits of (i) all provisions of this Article IV and IV, Article VIII of the Credit Agreement, Article VIII of the Term Loan Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) and (ii) Section 10.03 of the Credit Agreement (solely with respect to the Credit Agreement Collateral Agent), Section 10.03 of the Term Loan Agreement (solely with respect to the Term Loan Facility Collateral Agent) and the equivalent provision of any Additional First Lien Document (solely with respect to the Collateral Agent named therein), in each case as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Collateral Agent to facilitate and effect actions taken or intended to be taken by the Applicable Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Collateral Agent for such purposes. Each Collateral Agent is authorized to exercise any of its rights hereunder through a sub-agent.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A. Agent to act on its behalf as Agent under the Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from Xxxxxxxx, (ii) take such actions action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Agent under the Loan Documents, and (iii) exercise such powers as are delegated reasonably incidental thereto. The provisions of this Article 15 are solely for the benefit of Agent and the Lenders; no Borrower has any rights as a third-party beneficiary of any of such provisions. (b) Without limiting the generality of clause (a) above, Agent shall have the sole and exclusive right and authority (to the Collateral exclusion of the Lenders) and is hereby authorized to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Lender is hereby authorized to make such payment to Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of Agent by and the terms hereof Lenders with respect to any Obligations in any bankruptcy, insolvency or thereofsimilar proceeding, including (iii) act as collateral agent for Agent and each Lender for purposes of acquiringthe perfection, holding and enforcing any of all Liens created by the Loan Documents and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationsother purposes stated therein, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A.and (iv) execute any amendment, at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated toconsent, or otherwise given towaiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, the Senior Collateral consent, or waiver; provided, however, that Agent by the terms of the Second Lien Intercreditor Agreementhereby appoints, together with such powers authorizes and discretion directs each Lender to act as are reasonably incidental thereto. In this connection, the Collateral collateral sub-agent for Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 Lenders for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any perfection of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled all Liens with respect to the benefits of all provisions of this Article IV Collateral, including any deposit account maintained by Borrower with, and Article VIII of the Credit Agreement cash held by, such Lender, and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto.may further

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the First Lien/Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” ”, or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the First Lien/Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-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) Each of the First Lien Secured Parties Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. Hayfin Services LLP to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Agent Agent, through its agents or employees, to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.6 (solely with respect to the removal and consent rights of the Borrower set forth therein) and Section 12.10 (solely with respect to the requirement for execution, filing and other actions with respect to the Collateral Documents and other collateral documentation set forth therein)) are solely for the benefit of the Agent and the Lenders, and no Credit Party shall have rights as a third party beneficiary of any of such provisions. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (i) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (ii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (iii) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (iv) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (v) perform, exercise, and enforce any and all other rights and remedies of the Secured Parties with respect to any Credit Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (vi) incur and pay such Lender Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. (b) The Agent shall also act as the secured party and “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor of the Credit Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto.-65-

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A. CS to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 10.05 and 10.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Swap Contract providers and potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes a Lender hereunder after the Restatement Effective Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent in this Article X (including in connection with any indemnification or exculpation provided herein for the benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent acting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. (a) Each NationsBank of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase BankTexas, N.A. to act on its behalf as the Collateral is hereby appointed Administrative Agent hereunder and under each other Loan Document, CIBC Inc. is hereby appointed Documentation Agent hereunder and under each other Loan Document, Morgan Guaranty Trust Company of New York is hereby appointed Docxxxxxxtion Agent hereunder and under each other Loan Document and The Chase Manhattan Bank is hereby appointed Syndication Agent hereunder and under each other Loan Document, each Co-Agent is hereby appointed Co-Agent hereunder and under each other Loan Document, and each of the Lenders hereby authorizes each such Agent to act as the agent of such Lender hereunder and each other First Lien Security Documents Loan Document to the extent provided herein or therein. In addition, each Lender hereby irrevocably authorizes Administrative Agent, and authorizes the Administrative Agent hereby undertakes, to receive payments of principal, interest due hereunder as specified herein and to act as Collateral Agent under the Security Instruments. In addition, each Lender hereby authorizes each Agent, and each Agent hereby undertakes to take such all other actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Collateral such Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such all other powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, No Co-Agent has any duties or responsibilities whatsoever as Co-Agent (as opposed to execute and deliver the Second Lien Intercreditor Agreement in the its capacity as “Senior Collateral Agent,” Lender) under or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance connection with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, Agreement or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, 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 pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Loan Documents. The relationship of each Agent to Lender is only that of one commercial bank acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute any Agent a trustee or other fiduciary for any holder of any of the Notes or of any participation therein or in the LC Obligations, nor to impose on any Agent duties and obligations other than those expressly provided for in the Loan Documents. None of the Agents shall have implied duties to Lenders, or any obligations to Lenders to take any action under the Loan Documents, except any action by an Agent specifically provided by the Loan Documents to be taken by such Agent. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of any Agent, such Agent shall not be required to exercise any discretion or for exercising take any rights action, and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativeeach such Agent may request instructions from Lenders with respect to any such matter, in which case such Agent shall be entitled required to act or to refrain from acting (and shall be fully protected and free from liability to any and all Lenders and Agents in so acting or refraining from acting) upon the instructions of Required Lenders (including itself); provided, however, that no Agent shall be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision Loan Documents or to applicable law unless indemnified to its satisfaction by Lenders or Borrower. Upon receipt by Administrative Agent from Borrower of any Additional First Lien Document (as though such co-agentscommunication calling for action on the part of Lenders or upon notice from any Lender to Administrative Agent of any Default or Event of Default, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretoAdministrative Agent shall promptly notify each Lender thereof.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Lenders hereby irrevocably appoints JPMorgan Chase Bank(x) Xxxxxx Xxxxxxx Senior Funding, N.A. Inc. to act on its behalf as the General Administrative Agent, the Term Loan Facility Administrative Agent and the Collateral Agent hereunder and under each of the other First Lien Security Loan Documents and (y) Truist Bank to act on its behalf as the Revolving Facility Administrative Agent and authorizes the Collateral Agent such Agents to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent such Agents by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each The provisions of this Section are solely for the benefit of the First Lien Secured Parties also authorizes JPMorgan Chase BankAdministrative Agents, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions Lenders and the Issuing Lenders, 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 Collateral Agent and the Administrative Agents to 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 binding upon the Lenders. The General Administrative Agent may effect any amendment or supplement to any 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 adding the holders of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Incremental Equivalent Debt or Permitted Other Debt permitted to be incurred under this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent expressly contemplated by the terms of the Second such First Lien Intercreditor Agreement, together such Junior Lien Intercreditor Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable. 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 such powers and discretion as are reasonably incidental thereto. In this connection, reference to any Administrative Agent or the Collateral Agent and is not intended to connote any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding fiduciary or enforcing any Lien on the Collateral other implied (or any portion thereofexpress) granted obligations arising under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision agency doctrine of any Additional First Lien Document (Requirement of Law. Instead such term is used as though such co-agentsa matter of market custom, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretois intended to create or reflect only an administrative relationship between contracting parties.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A. CS to act on its behalf as the Collateral Administrative Agent hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Administrative Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 10.05 and 10.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Swap Contract providers and potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the 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 #95484613v795537764v17 Collateral granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes a Lender hereunder after the Restatement Effective Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent in this Article X (including in connection with any indemnification or exculpation provided herein for the benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent acting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. (a) Each Lender appoints and designates Bank of the First Lien Secured Parties hereby irrevocably America as Administrative Agent hereunder. Each Lender appoints JPMorgan Chase Bankand designates each of Bank of America, N.A. to act on its behalf General Electric Capital Corporation and Xxxxx Fargo Capital Finance, LLC as the a Collateral Agent hereunder hereunder. Administrative Agent may, and under each Lender authorizes Administrative Agent to, enter into all Credit Documents to which Administrative Agent is intended to be a party and accept all Security Documents, for Administrative Agent’s benefit and the Pro Rata benefit of the other First Lien Security Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental theretoLenders. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” Lender agrees that any action taken by Administrative Agent or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, Required Lenders in accordance with the provisions of this Agreementthe Credit Documents, and the exercise by Administrative Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections with respect to the U.S. Obligors arising in connection with the Obligations under the Credit Documents; (b) execute and deliver as Administrative Agent each Credit Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by the U.S. Obligors securing the Obligations under the Credit Documents, and for all other purposes stated therein (other than the authority specifically granted to the Collateral Agents herein); (d) manage, supervise or otherwise deal with Collateral of U.S. Obligors securing the Obligations; and (e) take such actions on its behalf any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral of U.S. Obligors securing the Obligations under the Credit Documents, Applicable Law or otherwise. The duties of Administrative Agent and the Collateral Agents shall be ministerial and administrative in nature, and neither Administrative Agent nor any Collateral Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Administrative Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or (subject to the following proviso) whether to impose or release any reserve, and to exercise such powers as are delegated toits Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from liability to any Lender or otherwise given toother Person for any error in judgment; provided, that notwithstanding the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connectionforegoing, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, Agents shall be entitled authorized to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document determine whether to impose or release certain reserves (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect theretothis Agreement), and to exercise their Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Collateral Agents from liability to any Lender or other Person for any error in judgment.

Appointment and Authority. (a) Each of the First Lien Secured Parties Term Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. CSMSSF to act on its behalf as the Collateral Term Facilities Administrative Agent and each of the Revolving Lenders and the L/C Issuers hereby irrevocable appoints MSSF to act on its behalf as the Revolving Facility Administrative Agent, in each case hereunder and under each of the other First Lien Security Loan Documents and authorizes the Collateral Applicable Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral such Applicable Administrative Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 10.05 and 10.06, the provisions of this Article are solely for the benefit of the Administrative Agents, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative AgentCS shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, potential Swap Contract providers and potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Loan Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Administrative AgentCS, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Administrative Agent pursuant to Section 4.05 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAdministrative Agent, shall be entitled to the benefits of all provisions of this Article IV X and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes 276 a Lender hereunder after the Restatement Effective Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent in this Article X (including in connection with any indemnification or exculpation provided herein for the benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent acting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. (a) Each Senior Representative (other than the Bank Collateral Agent), on behalf of the First Lien Senior Secured Parties represented by it, hereby irrevocably appoints JPMorgan Chase Bank, N.A. the Bank Collateral Agent (and any successor thereto as Controlling Agent pursuant to the definition of the term “Controlling Agent”) to act on its behalf as the Collateral Controlling Agent hereunder and under each of the other First Lien Security Collateral Documents and authorizes the Collateral Controlling Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Controlling Agent by the terms hereof or thereofhereof, including for purposes of acquiring, holding and enforcing any and all Liens on Shared Collateral granted by Hercules and any Grantor Subsidiary Guarantor to secure any of the First Lien Senior Obligations and Note Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Controlling Agent and any co-agents, sub-agents and agents, attorneys-in-fact appointed by the Controlling Agent or other Persons (including, without limitation, Wilmington Trust Company, as mortgage trustee) acting on behalf or for the benefit of the Controlling Agent in respect of any Shared Collateral Agent pursuant to Section 4.05 or under the Collateral Documents to which it is a party for purposes of holding or enforcing any Lien on the Shared Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativethereunder, shall be entitled to the benefits of all provisions of this Article IV and Article VIII IX of the Senior Credit Agreement and the equivalent provision of the Indenture or any Additional First Lien Document Senior Debt Facility (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Controlling Agent” named thereinunder the Collateral Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the First Lien Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Agent Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreementhereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Applicable Authorized EXHIBIT D-13 Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent Applicable Authorized Representative pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representativethereunder, shall be entitled to the benefits of all provisions of this Article IV and IV, Article VIII 9 of the Credit Agreement Agreement, Article 9 of the Bridge Credit Agreement, Articles VII and XII of the Secured Indenture and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Authorized Representative, at the Company’s sole cost and expense, to facilitate and effect actions taken or intended to be taken by the Applicable Authorized Representative pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Authorized Representative to effect such actions (including in connection with the release of any Lien or guarantee in accordance with Section 9.12 of the Credit Agreement, Sections 10.6, 12.3 and 12.8 of the Secured Indenture, Section 9.12 of the Bridge Credit Agreement or any other applicable provision of any Secured Credit Document), and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative for such purposes.

Appointment and Authority. (a) Each of the First Lien Secured Parties Lenders and the Issuing Bank, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints JPMorgan Chase 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 and the Issuing Bank, N.A. 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 each of the other First Lien Security Credit Documents and authorizes the Macquarie Capital Funding LLC (in its capacity as a Collateral Agent Agent) to take such actions on its behalf and to exercise such powers as are delegated to the Macquarie Capital Funding LLC (in its capacity as a Collateral Agent Agent) by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers and discretion as are reasonably incidental thereto. Each of thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the First Lien Secured Parties also Collateral Agent under the Foreign Collateral Documents and authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement Cortland Capital Market Services LLC (in the its capacity as “Senior a Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent Agent) by the terms of the Second Lien Intercreditor Agreementthereof, together with such actions and powers and discretion as are reasonably incidental thereto. In Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this connectionSection are solely for the benefit of the Agents, the Lenders and the Issuing Bank, and neither Holdings, anythe Borrower ornor any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to 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. Each Lender and the Issuing Bank irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver theany applicable Intercreditor Agreement and any co-agentsother applicable intercreditor or subordination agreementarrangement and to take such action, sub-agents and attorneys-in-fact appointed by to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights thereunder and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-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) Each of the First Lien Secured Parties Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A. Bank of America to act on its behalf and on behalf of its Affiliates as the Collateral Agent hereunder and under each of the other First Lien Security Loan Documents, the Cash Management Documents and the Related Swap Contracts and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 8.2 are solely for the benefit of the Agent, the Lenders and the L/C Issuer, and no Borrower has rights as a third party beneficiary of any of such provisions. The Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders on their behalf and on behalf of their respective Affiliates (in their capacities as a Lender, Swing Line Lender (if applicable), or party to a Cash Management Document or Related Swap Contract) and the L/C Issuer hereby irrevocably appoints and authorizes the 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 granted by any Grantor of the Credit Parties to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Senior Collateral Agent”) and authorizes the Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Senior Collateral Agent by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 8.2(e) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Collateral Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeAgent), shall be entitled to the benefits of all provisions of this Article IV Section 8.2, Section 1.3(e) and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document Section 9 (including Section 9.1, as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agentcollateral agent” named thereinunder the Loan Documents) as if set forth in full herein with respect thereto. Xxxxx Fargo Capital Finance, LLC shall act as co-collateral agent under the Loan Documents and each of the Lenders on their behalf and on behalf of their respective Affiliates (in their capacities as a Lender, Swing Line Lender (if applicable), or party to a Cash Management Document or Related Swap Contract) and the L/C Issuer hereby irrevocably appoints and authorizes Xxxxx Fargo Capital Finance, LLC to act as co-collateral agent under the Loan Documents. Notwithstanding the foregoing, Xxxxx Fargo Capital Finance, LLC shall not have any rights or obligations as co-collateral agent that it does not have as a Lender and its title of co-collateral agent is subject to Section 8.7 in all respects.

Appointment and Authority. (a) Each of the First Lien Equal Priority Secured Parties hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other First Lien Security Documents and authorizes the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligationshereof, together with such powers and discretion as are reasonably incidental thereto. Each of the First Lien Equal Priority Secured Parties also authorizes JPMorgan Chase Bank, N.A.the Controlling Collateral Agent, at the request of the Parent Borrower, to to, if applicable, execute and deliver the Second Lien a Junior Priority Intercreditor Agreement in the capacity as “Designated Senior Collateral Agent,Representative” or the equivalent agent, agent however referred to for the First Lien Equal Priority Secured Parties under such agreement (as applicable, the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the such “Designated Senior Collateral Agent Representative” or equivalent agent by the terms of the Second Lien any Junior Priority Intercreditor Agreement, Agreement together with such powers and discretion as are reasonably incidental theretothereto and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to it hereunder and thereunder. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Equal Priority Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien any Junior Priority Intercreditor Agreement at the direction of the Applicable Authorized RepresentativeControlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and IV, Article VIII of the Senior Credit Agreement, Articles Six and Fourteen of the Indenture, Article 9 of the Notes Security Agreement and the equivalent provision of any Additional First Lien Equal Priority Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the Equal Priority Secured Parties, and each Collateral Agent, hereby agrees, at the sole cost and expense of the Borrower, to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions (and in form and substance reasonably satisfactory to the parties executing such documents), and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.