Common use of Appointment and Authorization of Agent Clause in Contracts

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act as Agent as specified in this Agreement and in the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent. The provisions of this Article 10 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. Agent agrees to promptly: (i) request from Borrower or Guarantor, as the case may be, any information, reports and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably request.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints Agent to act as Agent as specified in this Agreement and in the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon the express conditions contained in The provisions of this Article 10are solely for the benefit of Agent and Lenders and none of Credit Parties nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The duties of Agent shall be mechanical and administrative in nature. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 Agent. The provisions Without limiting the generality of this Article 10 are solely the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as collateral agent for Agent and each Lender for purposes of the benefit perfection of all liens created by the Loan Documents and all other purposes stated therein, (ii) manage, supervise and otherwise deal with the Collateral, (iii) take such other action as is necessary or desirable to maintain the perfection and priority of the liens created or purported to be created by the Loan Documents, (iv) except as may be otherwise specified in any Loan Document, exercise all remedies given to Agent and the Lendersother Lenders with respect to the Collateral, whether under the Loan Documents, applicable law or otherwise, and Borrower shall not have (v) execute any rights as a third party beneficiary amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Agent and the Lenders for purposes of the provisions hereof. Agent perfection of all liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender hereby agrees to promptly: (i) request from Borrower or Guarantortake such further actions to the extent, as and only to the case may beextent, any information, reports so authorized and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestdirected.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints WFRF as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower Borrowers shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrowers, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFRF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Xxxxx Fargo Retail as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower Borrowers shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrowers, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than Section 16.11, Section 16.9 (so long as no Default or Event of Default shall have occurred or be continuing), and clause (v) of Section 16.12(a)) are solely for the benefit of Agent, and the Lenders, and Parent and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Parent and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Parent and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act CNB as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10X. The provisions of this Article X (other than the proviso to Section 10.11(a)) are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that CNB, in its capacity as Agent, is merely the benefit agent of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Obligations, any informationthe Collateral, reports and statements respecting the business operations and financial condition collections of Borrower and its Subsidiaries, and related matters, (b) execute or Guarantor 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, (c) make Loans, for itself or on behalf of Lenders as provided in addition the Loan Documents, (d) exclusively receive, apply, and distribute the collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such information delivered Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Acquiom Agency Services LLC, as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf, and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees Agenx xxxees to act as such upon agent for and on behalf of each Lender on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent and the Lenders, and neither Parent nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement herein or in the any other Loan DocumentsDocument, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions Without limiting the generality of the foregoing, the use of the term “agent” in this Article 10 are solely Agreement or the other Loan Documents 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 merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting LEGAL*65859792.17 parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents; provided that it is understood and agreed that the Agent shall be entitled to confirm that any matter is satisfactory or acceptable to the Required Lenders to the extent that it deems such confirmation necessary or desirable. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, each Lender agrees that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the payments and proceeds of Collateral, and related matters, (b) 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, (c) exclusively receive, apply, and distribute the payments and proceeds of Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the benefit of Agent and the Lendersforegoing purposes, (e) perform, exercise, and Borrower shall not have enforce any and all other rights as a third party beneficiary and remedies of the Lender Group with respect to Parent, any other Loan Party, the Obligations, the Collateral, or otherwise related to any of same as provided in the provisions hereof. Loan Documents, and (f) incur and pay the Lender Group Expenses as Agent agrees to promptly: (i) request from Borrower may deem necessary or Guarantor, as appropriate for the case may be, any information, reports performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(a)) are solely for the benefit of Agent, and the Lenders, and Borrowers and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrowers and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, and Borrowers and their respective Restricted Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with the Loan Documents and its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their respective Restricted Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their respective Restricted Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrowers and their respective Restricted Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties, the Obligations, the Collateral, the Collections of Borrowers and their respective Restricted Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 17. The provisions of this Section 17 are solely for the benefit of Agent and the Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFRF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of the Revolving Credit Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10SECTION 16. The provisions of this SECTION 16 (other than the proviso to SECTION 16.11(A)) are solely for the benefit of Agent, and the Lenders, and Companies shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Companies, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Companies as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Companies, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Companies, the Obligations, the Collateral, the Collections of Companies, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10SECTION 16. The provisions of this SECTION 16 are solely for the benefit of Agent, and the Lenders, and no Obligor shall have any rights as a third party beneficiary of any of the provisions contained herein; PROVIDED, HOWEVER, that certain of the provisions of SECTION 16.11 hereof also shall be for the benefit of the Obligors. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with each other or any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representatives of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute or Guarantorfile 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; (c) make Advances, for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to the Obligors, reports and statements respecting the business operations and financial condition Obligations, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender Bank hereby irrevocably appoints, designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental theretothereto and as further provided in the Co-Lender Agreement described below. (b) Subject to the limitations set forth in the Loan Documents and Co-Lender Agreement, Agent's powers include but are not limited to the power: (i) to administer, manage and service the Loan; (ii) to enforce the Loan Documents; (iii) to make all decisions under the Loan Documents in connection with the day-to-day administration of the Loan, any inspections authorized by the Loan Documents, and other routine administration and servicing matters; (iv) to collect and receive from the Borrower or any third persons all payments of amounts due under the terms of the Loan Documents and to distribute the amounts thereof to the Banks; (v) to collect and distribute or disburse all other amounts due under the Loan Documents; (vi) to grant or withhold consents, approvals or waivers, and make any other determinations in connection with the Loan Documents; and (vii) to exercise all such powers as are incidental to any of the foregoing matters. Agent agrees shall furnish to act as such upon Banks copies of material documents, including confidential ones, received from the express conditions Borrower regarding the Loan, the Loan Documents and the transactions contemplated thereby. Agent shall have no responsibility with respect to the authenticity, validity, accuracy or completeness of the information provided. (c) Notwithstanding any provision to the contrary contained in this Article 10. any Loan Document, the Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement the Loan Documents or in the other Loan DocumentsCo-Lender Agreement, nor shall it the Agent have any fiduciary relationship with any LenderBank, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist any other Loan Document against the Agent. (d) The Borrower acknowledges that the Banks have executed a Co-Lender Agreement to supplement the Loan Documents with respect to the relationship of the Banks and the Agent among themselves in connection with the Loan. The provisions Co-Lender Agreement is not a Loan Document. (e) The Agent may, and at the request of the Majority Banks shall, resign as Agent upon 30 days' notice to the Banks. If the Agent resigns under this Article 10 are solely for Agreement, the benefit Majority Banks shall appoint from among the Banks a successor agent. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Banks, a successor agent from among the Banks. Upon the acceptance of appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the Lendersterm "Agent" shall mean such successor agent, and Borrower the retiring Agent's appointment, powers and duties as Agent shall not have terminate. After any rights retiring Agent's resignation hereunder as Agent, the provisions regarding payment of costs and expenses and indemnification of Agent shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a third party beneficiary retiring Agent's notice of any resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Banks shall perform all of the provisions hereof. duties of the Agent agrees to promptly: (i) request from Borrower or Guarantorhereunder until such time, if any, as the case may be, any information, reports and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestMajority Banks appoint a successor agent.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act CNB as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10X. The provisions of this Article X (other than the proviso to Section 10.11(a)) are solely for the benefit of Agent, and the Lenders, and Ultimate Parent and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that CNB, in its capacity as Agent, is merely the benefit agent of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the collections from Borrower the Loan Parties, and related matters, (b) execute or Guarantorfile 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, (c) make Loans, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the collections from the Loan Parties as provided in the Loan Documents, (e) 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 with respect to the Collateral and the collections from the Loan Parties, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the collections from the Loan Parties, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10ARTICLE 17. The provisions of this ARTICLE 17 are solely for the benefit of Agent and the Lenders and Borrower shall have no rights as a third party beneficiary of any provisions contained herein; PROVIDED, HOWEVER, that the provisions of SECTION 17.10 hereof also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Loans, the Collateral, the Collections, and related matters; (b) execute or Guarantorfile 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; (c) subject to the terms and conditions of this Agreement, make Advances and the Term Loans B, for itself or on behalf of Lenders as provided in this Agreement; (d) exclusively receive, apply, and distribute the case may beCollections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies for and on behalf of the Lender Group (at the discretion of Agent or, reports where such rights and statements respecting remedies expressly are reserved to the business operations and financial condition Lenders, at the discretion of Borrower the Required Lenders) with respect to Borrower, the other Covenant Parties, the Obligations, the Term Loan A Obligations, the Collateral, the Collections, or Guarantor (otherwise related to any of same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a))are solely for the benefit of Agent, and the Lenders, and Borrower and its Domestic Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Obligations, any informationthe Collateral, reports and statements respecting the business operations and financial condition Collections of Borrower and its Domestic Subsidiaries, and related matters, (b) execute or Guarantor 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, (c) make Advances, for itself or on behalf of Lenders as provided in addition the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Domestic Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrower and its Domestic Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Borrower and its Domestic Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such information delivered Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably designates appoints and appoints Agent to act as Agent as specified in this Agreement and in the other Loan Documentsauthorizes, and each such Lender hereby irrevocably authorizes agrees that it will require any assignee of any of its interests herein (other than the holder of a participation in its interests herein) to appoint and authorize the Agent to take such actions, actions as agent on its behalf and to exercise such powers and perform such duties hereunder as are expressly delegated to or conferred upon the Agent by such Lender by the terms of this Agreement and the other Loan Documentshereof, together with such other powers as are reasonably incidental thereto. Neither the Agent agrees nor any of its directors, officers, employees or agents shall be liable to act as such upon any of the express conditions contained in this Article 10. Agent shall not have Lenders for any duties action taken or responsibilities except those expressly set forth in this Agreement omitted to be taken by it or them hereunder or in connection herewith, except for its own gross negligence or wilful misconduct and each Lender hereby acknowledges that the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read Agent is entering into this Agreement or otherwise exist against Agent. The the provisions of this Article 10 are solely Section 14.1 on its own behalf and as agent and trustee for its directors, officers, employees and agents. (b) Without prejudice to the provisions of Section 14.1(a) or under any other Loan Document and to the extent applicable, each of the Lenders hereby acknowledges that the Agent (or a collateral agent designated by the Agent) shall, for the benefit purposes of holding any security granted any Obligor on the property of such Obligor pursuant to the laws of the Province of Quebec, be the holder of an irrevocable power of attorney (fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and in particular for all present and future holders of any bond issued an Obligor to the Agent and secured by a hypothec granted by such Obligor pursuant to the Lenderslaws of the Province of Quebec. Each of the Lenders hereby irrevocably constitutes, to the extent necessary, the Agent (or such designated collateral agent) as the holder of such irrevocable power of attorney (fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by such Obligor in the Province of Quebec. Each Transferee shall be deemed to have confirmed and ratified the constitution of the Agent as the holder of such irrevocable power of attorney (fonde de pouvoir) by execution of the relevant form of assignment. Notwithstanding the provisions of Section 32 of An Act respecting the Special Powers of Legal Persons (Quebec), the Borrowers, for and on their own behalf on behalf of the Guarantors, and Borrower shall not have any rights as a third party beneficiary the Lenders irrevocably agree that the Agent may acquire and be the holder of any bond issued by an Obligor and secured by a hypothec granted by the such Obligor pursuant to the laws of the provisions hereof. Agent agrees to promptly: (i) request from Borrower or Guarantor, as the case may be, Province of Quebec at any information, reports time and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; time. The Borrowers, for and (ii) make on their own behalf on behalf of the Guarantors, hereby acknowledge that any such examinationsbond constitutes a title of indebtedness, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestsuch term is used in Article 2692 of the Civil Code of Quebec.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Parent and its Restricted Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders, as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Parent and its Restricted Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Parent and its Restricted Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Parent or its Restricted Subsidiaries, the Obligations, the Collateral, the Collections of Parent and its Restricted Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably (subject to Section 10.9) ------------ appoints, designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees Notwithstanding any provision to act as such upon the express conditions contrary contained elsewhere herein or in this Article 10. any other Loan Document, the Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it the Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 the Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the 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. (b) The provisions Issuer shall act on behalf of this Article 10 are solely the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Agent may agree at the request of the Required Lenders to act for the benefit of Agent and Issuer with respect thereto; provided, however, that the Lenders, and Borrower Issuer shall not have any rights as a third party beneficiary of any all of the provisions hereof. Agent agrees to promptly: benefits and immunities (i) request from Borrower provided to the Agent in this Article X --------- with respect to any acts taken or Guarantor, omissions suffered by the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the case may be, any information, reports and statements respecting term "Agent" as used in this Article X included the business operations and financial condition of Borrower or Guarantor (in addition Issuer with respect to such information delivered pursuant to Section 5.01)acts or --------- omissions, respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant as additionally provided herein with respect to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Issuer.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Hilco as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(d)) are solely for the benefit of Agent, and the Lenders, and Loan Parties and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Hilco is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral and related matters, (b) direct the Collateral Agent to execute or Guarantorfile 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, (c) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the case Loan Documents for the foregoing purposes with respect to the Collateral, (d) perform, exercise, and enforce and/or direct the Collateral Agent to perform, exercise and enforce any and all other rights and remedies of the Lender Group with respect to Loan Parties, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (e) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a) ) are solely for the benefit of Agent, and the Lenders, and Borrowers and their respective Restricted Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with the Loan Documents and its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their respective Restricted Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their respective Restricted Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrowers and their respective Restricted Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties, the Obligations, the Collateral, the Collections of Borrowers and their respective Restricted Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender of the Lenders and each of the Issuing Lenders hereby irrevocably designates appoints and appoints Agent authorizes Xxxxx Fargo to act on its behalf as the Agent as specified in this Agreement hereunder and in under the other Loan Documents, Credit Documents and each such Lender hereby irrevocably authorizes the Agent to take such actions, actions on its behalf and to exercise such powers and perform such duties as are expressly delegated to or conferred upon the Agent by the terms of this Agreement and the other Loan Documentshereof or thereof, together with such other actions and powers as are reasonably incidental thereto. Agent agrees to act as such upon the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent. The provisions of this Article 10 Section are solely for the benefit of Agent the Agent, the Lenders and the Lenderseach Issuing Lender, and neither the Borrower nor any other Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereofsuch provisions. The Agent agrees to promptly: (i) request from Borrower or Guarantor, shall also act as the case may becollateral agent under the Credit Documents, any information, reports and statements respecting each of the business operations and financial condition of Borrower or Guarantor Lenders (in addition its capacities as a Lender and Swingline Lender (if applicable)) and each Issuing Lender hereby irrevocably appoints and authorizes the Agent to act as the agent of such information delivered Lender and each Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Credit Party Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 5.0110.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), respectivelyshall be entitled to the benefits of all provisions of this Section 10 and Section 11 (including Section 11.5(c), as any Lender may from time to time reasonably request Agent to obtain; though such co-agents, sub-agents and (iiattorneys-in-fact were the collateral agent under the Credit Documents) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestif set forth in full herein with respect thereto.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Xxxxx Fargo Retail as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower Borrowers shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.17(d) also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Letters of Credit, L/C Disbursements, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) exclusively receive, apply, and distribute the Collections as provided in the case may beLoan Documents; (d) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (e) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrowers, reports and statements respecting the business operations and financial condition Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iif) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby designates -------------------------------------- and appoints Foothill as its Agent under this Agreement and the other Loan Documents. Each Lender hereby irrevocably designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The ---------- provisions of this Section 16 are solely for the benefit of Agent and Lenders, ---------- and, accordingly, the Obligors shall not have any rights as a third party beneficiary of any of the provisions contained herein; provided, however, that the provisions of Sections 16.11, 16.12, and 16.17(d) hereof also shall be for ----------------------------------- the benefit of Obligors. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representatives of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). Without -------------- limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise, and to delegate the exercise of any such powers to any subagent of Agent, the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Term Loan A Amount, the Term Loan B Amount, the Term Loan C Amount, the other Obligations, the Collateral, the UK Sub Collateral, the Canadian Sub Collateral, Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances, the Term Loan A, the Term Loan B, and the Term Loan C, for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral, UK Sub Collateral, Canadian Sub Collateral, and the Collections; (f) perform, exercise,any informationand all other rights and remedies of Lender Group with respect ors, reports and statements respecting the business operations and financial condition Advances, the Term Loan A, the Term Loan B, the other the Collateral, UK Sub Collateral, Canadian Sub Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Bank of America, N.A. as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that Bank of America, N.A. is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, and related matters, (b) 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, (c) make Advances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower or Guarantorits Subsidiaries, as the case may beObligations, any informationthe Collateral, reports and statements respecting the business operations and financial condition Collections of Borrower and its Subsidiaries, or Guarantor otherwise related to any of same as provided in the Loan Documents, and (in addition to g) incur and pay such information delivered Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(e)) are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender Bank hereby irrevocably appoints, designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental theretothereto and as further provided in the Co-Lender Agreement described below. The obligations of Agent under the Loan Documents are separate and independent of the obligations of BofA, as an agent under the Prior Line of Credit. (b) Subject to the limitations set forth in the Loan Documents and Co-Lender Agreement, Agent's powers include but are not limited to the power: (i) to administer, manage and service the Loan; (ii) to enforce the Loan Documents; (iii) to make all decisions under the Loan Documents in connection with the day-to-day administration of the Loan, any inspections authorized by the Loan Documents, and other routine administration and servicing matters; (iv) to collect and receive from the Borrower or any third persons all payments of amounts due under the terms of the Loan Documents and to distribute the amounts thereof to the Banks; (v) to collect and distribute or disburse all other amounts due under the Loan Documents; (vi) to grant or withhold consents, approvals or waivers, and make any other determinations in connection with the Loan Documents; and (vii) to exercise all such powers as are incidental to any of the foregoing matters. Agent agrees shall furnish to act as such upon Banks copies of material documents, including confidential ones, received from the express conditions Borrower regarding the Loan, the Loan Documents and the transactions contemplated thereby. Agent shall have no responsibility with respect to the authenticity, validity, accuracy or completeness of the information provided. (c) Notwithstanding any provision to the contrary contained in this Article 10. any Loan Document, the Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement the Loan Documents or in the other Loan DocumentsCo-Lender Agreement, nor shall it the Agent have any fiduciary relationship with any LenderBank, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist any other Loan Document against the Agent. (d) The Borrower acknowledges that the Banks have executed a Co-Lender Agreement to supplement the Loan Documents with respect to the relationship of the Banks and the Agent among themselves in connection with the Loan. The provisions Co-Lender Agreement is not a Loan Document. (e) The Agent may, and at the request of the Majority Banks shall, resign as Agent upon 30 days' notice to the Banks. If the Agent resigns under this Article 10 are solely for Agreement, the benefit Majority Banks shall appoint from among the Banks a successor agent. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Banks, a successor agent from among the Banks. Upon the acceptance of appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the Lendersterm "Agent" shall mean such successor agent, and Borrower the retiring Agent's appointment, powers and duties as Agent shall not have terminate. After any rights retiring Agent's resignation hereunder as Agent, the provisions regarding payment of costs and expenses and indemnification of Agent shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a third party beneficiary retiring Agent's notice of any resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Banks shall perform all of the provisions hereof. duties of the Agent agrees to promptly: (i) request from Borrower or Guarantorhereunder until such time, if any, as the case may be, any information, reports and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestMajority Banks appoint a successor agent.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act CNB as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(a))are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that CNB is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Obligations, any informationthe Collateral, reports and statements respecting the business operations and financial condition Collections of Borrower and its Subsidiaries, and related matters, (b) execute or Guarantor 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, (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (iic) make such examinationsAdvances, visits for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and inspections pursuant to Sections 5.01 distribute the Collections of Borrower and 5.14 its Subsidiaries as any Lender may from time to time reasonably request.provided in the Loan Documents,

Appointment and Authorization of Agent. Each Lender hereby designates -------------------------------------- and appoints Lenders as its Agent under this Agreement and the other Loan Documents. Each Lender hereby irrevocably designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against AgentSection 16. The ---------- provisions of this Article 10 Section 16 are solely for the benefit of Agent and the Lenders, and ---------- and, accordingly, the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 16.11, 16.12, and 16.17(d) hereof also shall be for ----------------------------------- the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only, that Lenders is merely the representatives of the Lenders, and has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. 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, and to delegate the exercise of any such powers to any subagent of Agent, the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the other Obligations, the Collateral, Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral, and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of Lender Group with respect to the Borrower, reports and statements respecting the business operations and financial condition Advances, the other Obligations, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Foothill as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Collateral, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints Foothill as its Agent under this Agreement and the other Loan Documents. Each Lender hereby irrevocably designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent18. The provisions of this Article 10 18 are solely for the benefit of Agent and the Lenders, and Borrower the Borrowers shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 18.10, 18.11, and 18.16(d) also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only, that Foothill is merely the representative of the Lenders, and has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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 and to delegate the exercise of any such powers to any sub-agent of Agent as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Term Loans, the Letters of Credit, the other Obligations, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances, the Letters of Credit, and the Term Loans, for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of Lender Group with respect to Borrowers, reports and statements respecting the business operations and financial condition Advances, the Term Loans, the other Obligations, the Letters of Borrower Credit, the Collateral, the Collections, or Guarantor (otherwise related to any of same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Xxxxx Fargo as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(d)) are solely for the benefit of Agent, and the Lenders, and Obligors and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that Xxxxx Fargo is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Obligors and their Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Obligors and their Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Obligors and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Obligors, the Obligations, the Collateral, the Collections of Obligors and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably designates appoints and appoints Agent to act as Agent as specified in this Agreement and in the other Loan Documentsauthorizes, and each such Lender hereby irrevocably authorizes agrees that it will require any assignee of any of its interests herein (other than the holder of a participation in its interests herein) to appoint and authorize the Agent to take such actions, actions as agent on its behalf and to exercise such powers and perform such duties hereunder as are expressly delegated to or conferred upon the Agent by such Lender by the terms of this Agreement and the other Loan Documentshereof, together with such other powers as are reasonably incidental thereto. Neither the Agent agrees nor any of its directors, officers, employees or agents shall be liable to act as such upon any of the express conditions contained in this Article 10. Agent shall not have Lenders for any duties action taken or responsibilities except those expressly set forth in this Agreement omitted to be taken by it or them hereunder or in connection herewith, except for its own gross negligence or wilful misconduct and each Lender hereby acknowledges that the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read Agent is entering into this Agreement or otherwise exist against Agent. The the provisions of this Article 10 are solely Section 14.1 on its own behalf and as agent and trustee for its directors, officers, employees and agents. (b) Without prejudice to the provisions of Section 14.1(a) or under any other Loan Document and to the extent applicable, each of the Lenders hereby acknowledges that the Agent (or a collateral agent designated by the Agent) shall, for the benefit purposes of holding any security granted any Obligor on the property of such Obligor pursuant to the laws of the Province of Quebec, be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and in particular for all present and future holders of any bond issued an Obligor to the Agent and secured by a hypothec granted by such Obligor pursuant to the Lenderslaws of the Province of Quebec. Each of the Lenders hereby irrevocably constitutes, to the extent necessary, the Agent (or such designated collateral agent) as the holder of such irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by such Obligor in the Province of Quebec. Each Transferee shall be deemed to have confirmed and ratified the constitution of the Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of the relevant form of assignment. Notwithstanding the provisions of Section 32 of An Act respecting the Special Powers of Legal Persons (Quebec), the Borrowers, for and on their own behalf on behalf of the Guarantors, and Borrower shall not have any rights as a third party beneficiary the Lenders irrevocably agree that the Agent may acquire and be the holder of any bond issued by an Obligor and secured by a hypothec granted by the such Obligor pursuant to the laws of the provisions hereof. Agent agrees to promptly: (i) request from Borrower or Guarantor, as the case may be, Province of Quebec at any information, reports time and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; time. The Borrowers, for and (ii) make on their own behalf on behalf of the Guarantors, hereby acknowledge that any such examinationsbond constitutes a title of indebtedness, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestsuch term is used in Article 2692 of the Civil Code of Quebec.

Appointment and Authorization of Agent. (a) Each Lender of the Lenders and the L/C issuer hereby irrevocably designates and appoints Agent Bank of the West to act on its behalf as Agent as specified in this Agreement hereunder and in under the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, actions on its behalf and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement hereof and the other Loan Documentsthereof, together with such other actions and powers as are reasonably incidental thereto. Agent agrees Subject to act as such upon Section 11.18, the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent. The provisions of this Article 10 are solely for the benefit of Agent Agent, the Lenders and the LendersL/C Issuer, and neither Borrower nor any other Loan Party shall not have any rights as a third party beneficiary of any of such provisions. (b) Agent shall also act as the provisions hereof“collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as Agent of such Lender, the L/C Issuer and the other Guaranteed and Secured Parties for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Agent agrees to promptly: (i) request from Borrower or GuarantorIn this connection, Agent, as the case may be“collateral agent” and any co-agents, any information, reports sub-agents and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered attorneys-in-fact appointed by Agent pursuant to Section 5.01)10.05 or otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, respectivelyor for exercising any rights and remedies thereunder at the direction of Agent shall be entitled to the benefits of all provisions of this Article IX and Article X, as any Lender may from time to time reasonably request Agent to obtain; though such co-agents, sub-agents and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 attorneys-in-fact were the “collateral agent” under the Loan Documents as any Lender may from time to time reasonably requestif set forth in full herein with respect thereto.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(e))are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Obligations, any informationthe Collateral, reports and statements respecting the business operations and financial condition Collections of Borrower and its Subsidiaries, and related matters, (b) execute or Guarantor 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, (c) make Advances, for itself or on behalf of Lenders as provided in addition the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such information delivered Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01)the Loan Documents. Without derogating from any other authority granted to Agent herein or in any other Loan Document, each Lender hereby specifically (x) authorizes Agent to enter into each of the Foreign Pledge Agreements, including but not limited to those governed by German, French, Dutch, Belgian, English and Italian law, respectively, as agent on behalf of Lenders, with the effect that Lenders each become a Secured Party thereunder and (y) appoints Agent as its attorney-in-fact granting it the powers to execute each such Foreign Pledge Agreement, including but not limited to those governed by German, French, Dutch, Belgian, and Italian law, respectively, in its name and on its behalf, with the effect that Lenders each become a Secured Party thereunder. The authorization granted in herein above comprises any Lender action or declaration the Agent may deem necessary in connection with such Foreign Pledge Agreements (including any action or declaration that the Agent deems to be necessary in order to create a valid Foreign Pledge Agreement governed by the respective foreign laws) and the Agent shall be explicitly exempt from any restriction to act for various parties to such Foreign Pledge Agreements. In respect of each Foreign Pledge Agreement, Agent has the power to sub-delegate to third parties its powers as attorney-in-fact of each of the Lenders. Furthermore, without prejudice to the other provisions of the Agreement and the other Loan Documents and for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted under or pursuant to the Dutch Share Pledge, each of the Lenders and the other parties hereto hereby acknowledges and consents to the Pledgor undertaking in the Dutch Share Pledge to pay to the Agent as pledgee thereunder, in its own capacity and not as agent or trustee, amounts which are (1) equal to the amounts due from time to time reasonably request Agent by Borrower under or with respect to obtain; the Obligations as defined in the Dutch Share Pledge (the “Relevant Liabilities”), and (ii2) make due and payable at the same time as the corresponding amounts under the Relevant Liabilities are or shall be due and payable (such examinationspayment undertaking and the obligations and liabilities of the Pledgor resulting therefrom: the “Parallel Debt”). The Lenders and the other parties hereto hereby agree that the Parallel Debt is a claim of Agent which is separate and independent from, visits and inspections without prejudice to, the claims of the Lenders in respect of the Relevant Liabilities, and is not a claim which is held jointly with the Lenders, provided that to the extent any amount is irreversibly and indefeasibly paid to and received by the Agent in payment of the Parallel Debt, the total amount due and payable in respect of the Relevant Liabilities shall be decreased as if such amount were received by the Lenders or any of them in payment of the corresponding Relevant Liabilities. Agent, acting in its own capacity, hereby agrees to apply all proceeds that it receives in connection with any enforcement action taken under or pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Dutch Share Pledge or otherwise in satisfaction in whole or in part of the Parallel Debt, mutatis mutandis in accordance with the provisions of this Agreement for the application of proceeds by Agent.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent and the Lenders, and no Borrower shall have any rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, and Borrowers, Guarantors and their respective Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers, Guarantors and their respective Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers, Guarantors and their respective Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrowers, Guarantors and their respective Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, Guarantors, the Obligations, the Collateral, the Collections of Borrowers, Guarantors and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Subject to Section 17.9, each Lender hereby irrevocably designates and appoints Agent to act TBCC as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 1017. The provisions of this Article 17 are solely for the benefit of Agent and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 17.10 hereof also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that TBCC is merely the benefit representative of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute or Guarantorfile 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; (c) make Advances, for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Obligations, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Post as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(e))are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Post is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Obligations, any informationthe Collateral, reports and statements respecting the business operations and financial condition Collections of Borrower and its Subsidiaries, and related matters, (b) execute or Guarantor 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, (c) make Advances, for itself or on behalf of Lenders as provided in addition the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such information delivered Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFRF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Highbridge as the Administrative Agent to act and Fortress as the Collateral Agent as specified in their representatives under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) each Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon each Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. The Agents agree in their respective capacities as Administrative Agent agrees and Collateral Agent, as applicable, to act as such upon agent for and on behalf of the Lenders (and the Bank Product Providers) on the express conditions contained in this Article 10X. The provisions of this Article X (other than Section 10.9 and Section 10.11) are solely for the benefit of the Agents, and the Lenders, and the Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Agent Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agents shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it the Agents have or be deemed to have any fiduciary relationship with any LenderLender (or Bank Product Provider), 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 the Agents; it being expressly understood and agreed that the use of the word “Agent. The provisions ” is for convenience only, that the Agents are merely the representative of this Article 10 are solely for the benefit of Agent and the Lenders, and Borrower shall only has the contractual duties set forth herein. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agents is not have intended to connote any rights fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a third matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) the Collateral Agent to act as the secured party beneficiary under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, the Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Agents expressly are entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Agent agrees Loan Documents that provides rights or powers to promptlythe Agents, the Lenders agree that the Agents shall have the right to exercise the following powers as long as this Agreement remains in effect: (ia) request from maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of the Borrower and its Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Loans, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of the Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as the case Agents deem necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of the Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Borrower, the Obligations, the Collateral, the Collections of the Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as the Agents may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 16 (other than the proviso to Section 15.11(a))are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Obligations, any informationthe Collateral, reports and statements respecting the business operations and financial condition Collections of Borrower and its Subsidiaries, and related matters, (b) execute or Guarantor 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, (c) make Advances, for itself or on behalf of Lenders as provided in addition the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such information delivered Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(d)) are solely for the benefit of Agent, and the Lenders, and Borrowers and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender Bank hereby irrevocably (subject to Section 9.9) appoints, designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Loan Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Loan Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees Notwithstanding any provision to act as such upon the express conditions contrary contained elsewhere herein or in this Article 10. any other Loan Document, the Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it the Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Loan Agreement or any other Loan Document or otherwise exist against the Agent. The provisions Without limiting the generality of this Article 10 are solely the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the 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. (b) Each Letter of Credit Bank shall act on behalf of such Letter of Credit with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Agent may agree at the request of the Majority Banks to act for the benefit applicable Letter of Agent and the LendersCredit Bank with respect thereto; provided, and Borrower however, that each Letter of Credit Bank shall not have any rights as a third party beneficiary of any all of the provisions hereof. Agent agrees to promptly: benefits and immunities (i) request from Borrower provided to the Agent in this Article IX with respect to any acts taken or Guarantor, omissions suffered by such Letter of Credit Bank in connection with any Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the case may be, any information, reports and statements respecting term "Agent" as used in this Article IX included the business operations and financial condition Letter of Borrower or Guarantor (in addition Credit Bank with respect to such information delivered pursuant to Section 5.01)acts or omissions, respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant as additionally provided herein with respect to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requesteach Letter of Credit Bank.

Appointment and Authorization of Agent. (a) Each Lender of the Lenders and the L/C issuer hereby irrevocably designates and appoints Agent Bank of the West to act on its behalf as Agent as specified in this Agreement hereunder and in under the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, actions on its behalf and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement hereof and the other Loan Documentsthereof, together with such other actions and powers as are reasonably incidental thereto. Agent agrees Subject to act as such upon Section 11.18, the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent. The provisions of this Article 10 are solely for the benefit of Agent Agent, the Lenders and the LendersL/C Issuer, and neither any Borrower nor any other Loan Party shall not have any rights as a third party beneficiary of any of such provisions. (b) Agent shall also act as the provisions hereof“collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as Agent of such Lender, the L/C Issuer and the other Guaranteed and Secured Parties for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Agent agrees to promptly: (i) request from Borrower or GuarantorIn this connection, Agent, as the case may be“collateral agent” and any co-agents, any information, reports sub-agents and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered attorneys-in-fact appointed by Agent pursuant to Section 5.01)10.05 or otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, respectivelyor for exercising any rights and remedies thereunder at the direction of Agent shall be entitled to the benefits of all provisions of this Article IX and Article X, as any Lender may from time to time reasonably request Agent to obtain; though such co-agents, subagents and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 attorneys-in-fact were the “collateral agent” under the Loan Documents as any Lender may from time to time reasonably request.if set forth in full herein with respect thereto,

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.12(a)) are solely for the benefit of Agent, and the Lenders, and Holdings, Borrower and their respective Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Holdings, Borrower and their respective Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Holdings, Borrower and their respective Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Holdings, Borrower and their respective Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Holdings, Borrower and their respective Subsidiaries, the Obligations, the Collateral, the Collections of Holdings, Borrower and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Foothill as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1 (b). 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: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Advances, any information, reports and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably request.Term

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents (other than the Bank Product Agreements) and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (other than the Bank Product Agreements) on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document (other than the Bank Product Agreements) and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, and Parent, Borrowers and their respective Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Parent, Borrowers and their respective Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Parent, Borrowers and their respective Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Parent, Borrowers and their respective Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties, the Obligations, the Collateral, the Collections of Parent, Borrowers and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.9, 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFCF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Loan Parties shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFCF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lxxxxxx agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Loan Parties, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Foothill as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The ---------- provisions of this Article 10 17 are solely for the benefit of Agent and the ---------- Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of --------------------- -------- Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Agent is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act CNB as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon agent for and on behalf of the Lenders on the express conditions contained in this Article 10X. The provisions of this Article X (other than Section 10.9 and Section 10.11) are solely for the benefit of Agent, and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that CNB is merely the benefit representative of Agent and the Lenders, and Borrower shall only has the contractual duties set forth herein. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agent is not have intended to connote any rights fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a third party beneficiary matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower or Guarantormaintain, as in accordance with its customary business practices, ledgers and records reflecting the case may bestatus of the Obligations, any information, reports and statements respecting the business operations and financial condition Collections of Borrower and its Subsidiaries, and related matters, (b) execute or Guarantor file any and all notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders as provided in addition the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such information delivered Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender under the Existing Credit Agreement has designated and appointed (and each Lender hereby irrevocably designates reaffirms such designation and appoints appointment) Cortland as the Administrative Agent to act as and Collateral Agent as specified in their representatives under this Agreement and in the other Loan DocumentsDocuments and each Lender has irrevocably authorized (and each Lender hereby reaffirms such authorization) (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon each Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. The Agents agree in their respective capacities as Administrative Agent agrees and Collateral Agent, as applicable, to act as such upon agent for and on behalf of the Lenders (and the Bank Product Providers) on the express conditions contained in this Article 10X. The provisions of this Article X (other than Section 10.9 and Section 10.11) are solely for the benefit of the Agents, and the Lenders, and the Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Agent The Agents shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it the Agents have or be deemed to have any fiduciary relationship with any LenderLender (or Bank Product Provider), 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 the Agents; it being expressly understood and agreed that the use of the word “Agent. The provisions ” is for convenience only, that the Agents are merely the representative of this Article 10 are solely for the benefit of Agent and the Lenders, and Borrower shall only has the contractual duties set forth herein. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agents is not have intended to connote any rights fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a third matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) the Collateral Agent to act as the secured party beneficiary under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, the Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Agents expressly are entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Agent agrees Loan Documents that provides rights or powers to promptlythe Agents, the Lenders agree that the Agents shall have the right to exercise the following powers as long as this Agreement remains in effect: (ia) request from maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of the Borrower and its Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Loans, for itself (to the extent such Agent is also a Lender) or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of the Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as the case Agents deem necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of the Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Borrower, the Obligations, the Collateral, the Collections of the Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as the Agents may bedeem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. At least three Business Days prior to any Interest Payment Date and with respect to any other payment in respect of the Loans hereunder, any informationpromptly upon receipt of a prepayment notice from the Borrowers, reports and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition Administrative Agent shall provide the Lenders with a Payment Date Statement relating to such information delivered pursuant payment to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestLenders.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints Foothill as its Agent under this Agreement and the other Loan Documents. Each Lender hereby irrevocably designates and appoints Agent to act as Agent as specified in this Agreement and in authorizes the other Loan Documents, and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10SECTION 16. The provisions of this SECTION 16 are solely for the benefit of Agent and Lenders, and, accordingly, the Obligors shall not have any rights as a third party beneficiary of any of the provisions contained herein; provided, however, that the provisions of SECTIONS 16.11, 16.12, AND 16.17(d) hereof also shall be for the benefit of Obligors. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representatives of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise, and to delegate the exercise of any such powers to any subagent of Agent, the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Term Loan Amount, the other Obligations, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances and the Term Loan, for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of Lender Group with respect to the Obligors, reports and statements respecting the business operations and financial condition Advances, the Term Loan, the other Obligations, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documens; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFRF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this SECTION 16 are solely for the benefit of Agent, and the Lenders and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein; PROVIDED, HOWEVER, that certain of the provisions of SECTION 16.10, 16.11 and 16.17(d) hereof also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with each other or any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representatives of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute or Guarantorfile 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; (c) make Advances, for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrowers, reports and statements respecting the business operations and financial condition Obligations, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, and Holdings, Borrower and their respective Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Holdings, Borrower or Guarantorand their respective Subsidiaries, as the case may be, any information, reports and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably request.related matters,

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, and Parent, Borrowers and their respective Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent, it being expressly understood and agreed that the use of the word “Agent” is for convenience only, that WFF is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. 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: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Parent, Borrowers and their respective Subsidiaries, and related matters, (b) 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, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply and distribute the Collections of Parent, Borrowers and their respective Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Parent, Borrowers and their respective Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties, the Obligations, the Collateral, the Collections of Parent, Borrowers and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. Each Lender hereby authorizes the Agent to act on its behalf and in its name and to represent it in any way whatsoever in connection with the preparation, execution and delivery of each German Security Document and the perfection and monitoring of each security interest granted under any German Security Document (a “German Security Interest”), including but not limited to, any pledge agreement with respect to shares in a German company in notarial form, as well as any other pledge, mortgage, assignment or transfer of title for security purposes. This power of attorney includes the power to enter into and agree to the terms of, and any amendments to, any agreements which are necessary or desirable in this context, the power to make and receive any and all declarations and to perform any and all actions which are necessary or appropriate in this context, whether in private written form (private Schriftform) or in notarial form. Each Lender hereby approves (genehmigt) all declarations the Agent has made in connection with the preparation, execution and delivery of each German Security Document as well as the perfection and monitoring of each German Security Interest. The provisions Agent shall have the sole power of attorney and shall be released from the restrictions of self-dealing according to Section 181 of the German Civil Code (BGB) and shall be authorized to delegate this Article 10 are solely power of attorney, including the release from the restrictions of Section 181 of the German Civil Code. The Agent shall (i) hold such German Security Interest, if any, which is transferred or assigned by way of security (Sicherungsübereignung/ Sicherungsabtretung) or otherwise granted under a non-accessory security right (nicht akzessorische Sicherheit) as trustee (Treuhänder) for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. Agent agrees to promptly: (i) request from Borrower or Guarantor, as the case may be, any information, reports and statements respecting the business operations and financial condition of Borrower or Guarantor (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; Lenders and (ii) make administer in the name and on behalf of the Lenders such examinations, visits and inspections pursuant German Security Interest which is pledged (Verpfändung) or otherwise transferred under an accessory security right (akzessorische Sicherheit) to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Lenders.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Foothill as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent shall exercise the same care in managing and securing the Obligations and making collections in connection therewith as it would ordinarily exercise with respect to any loan or credit transaction in which it was the sole lender. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against AgentARTICLE 17. The provisions of this Article 10 ARTICLE 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; PROVIDED, HOWEVER, that the provisions of SECTIONS 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by SECTION 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFRF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances and Term Loans, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act as the Agent as specified in its representative under this Agreement and in the other Loan Documents, Transaction Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Transaction Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon the Agent by the terms of this Agreement and the or any other Loan DocumentsTransaction Document, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10SECTION 17. The provisions of this SECTION 17 (other than SECTION 17.11) are solely for the benefit of the Agent and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document notwithstanding, the Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it the Agent have or be deemed to have any fiduciary relationship with any Lender, and 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "AGENT" is for convenience only, that BNY Asset Solutions LLC is merely the benefit representative of Agent and the Lenders, and only has the contractual duties set forth herein. Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Secured Obligations, the Collateral, the Collections of Borrower shall not have and its Subsidiaries, and related matters, (b) with the consent of the Required Lenders, 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 Transaction Documents, (c) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Transaction Documents, (d) with the consent of the Required Lenders, open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Transaction Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (e) with the consent of the Required Lenders, perform, exercise, and enforce any and all other rights as a third party beneficiary and remedies of the Lender Group with respect to Borrower or any of its Subsidiaries, the provisions hereof. Agent agrees to promptly: (i) request from Borrower or GuarantorSecured Obligations, as the case may beCollateral, any information, reports and statements respecting the business operations and financial condition Collections of Borrower and its Subsidiaries, or Guarantor otherwise related to any of same as provided in the Transaction Documents, and (in addition f) incur and pay such Lender Group Expenses consented to such information delivered by the Required Lenders, which the Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Transaction Documents.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints Xxxxxxxxx as its Administrative Agent under this Agreement and the other Loan Documents and authorizes Xxxxxxxxx to select the Collateral Agent after consultation with Borrower. Each Lender hereby irrevocably designates and appoints Agent to act as Agent as specified in this Agreement and in the other Loan Documents, and authorizes each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Each Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of each Agent and the Lenders, and Borrower the Companies shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of the Companies. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, none of the Agents shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent agrees have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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. Except as expressly otherwise provided in this Agreement, each Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to each Agent, Lenders agree that Administrative Agent shall have the right to exercise the following powers and to delegate the exercise of any such powers to any other Agent as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Letters of Credit, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Letters of Borrower Credit, the Collateral, the Collections, or Guarantor (otherwise related to any of same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Administrative Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than Section 16.11 and the release provisions in Section 16.12) are solely for the benefit of Agent, and the Lenders, and the Credit Parties shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFRF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Credit Party Collateral, the Collections of each Credit Party, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of each Credit Party as provided in the Loan Documents, (e) 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 with respect to the Credit Party Collateral and the Collections of each Credit Party, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to each Credit Party, the Obligations, the Credit Party Collateral, the Collections of each Credit Party, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, each Canadian Lender hereby designates and appoints WFFC as its representative under this Agreement and the other Loan Documents, and, subject to the terms of Section 14.1, each such Lender hereby irrevocably authorizes each Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon such Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Each Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 are solely for the benefit of each Agent and the Lenders, and the Loan Parties and their respective Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, no Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it any Agent have or be deemed to have any fiduciary relationship with any Lender, 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. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, that WFFC is merely the representative of the Canadian Lenders, and Borrower each such Agent only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, each Agent shall not have and may use its sole discretion with: respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that such Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to either Agent, Lenders agree that (a) U.S. Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (i) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Loan Parties and their respective Subsidiaries, and related matters, (ii) execute or Guarantorfile 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, (iii) make U.S. Advances, for itself or on behalf of U.S. Lenders, as provided in the case Loan Documents, (iv) exclusively receive, apply, and distribute the Collections of Loan Parties and their respective Subsidiaries as provided in the Loan Documents, (v) open and maintain such bank accounts and cash management arrangements as U.S. Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of the Loan Parties and their respective Subsidiaries, (vi) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties or their respective Subsidiaries, the Obligations, the Collateral, the Collections of Loan Parties and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (vii) incur and pay such Lender Group Expenses as U.S. Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01)the Loan Documents, respectivelyand (b) Canadian Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (i) maintain, as any Lender may from time to time reasonably request Agent to obtain; in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Loan Parties and their respective Subsidiaries, and related matters, (ii) make Canadian Advances, for itself or on behalf of Canadian Lenders, as provided in the Loan Documents, (iii) exclusively receive, apply, and distribute the Collections of Loan Parties and their respective Subsidiaries as provided in the Loan Documents, (iv) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Loan Parties or their respective Subsidiaries, the Obligations, the Collateral, the Collections of Loan Parties and their respective Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (v) incur and pay such examinations, visits Lender Group Expenses as Canadian Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its agent under this Agreement and in the other DIP Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other DIP Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other DIP Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 1017. The provisions of this Article 17 are solely for the benefit of Agent and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 17.10 hereof also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other DIP Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other DIP Loan Document or otherwise exist against Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other DIP Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. DIP Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Letters of Credit, the Collateral, the Collections, and related matters; (b) execute or Guarantorfile 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 DIP Loan Documents; (c) make Advances, and the Letters of Credit, for itself or on behalf of Lenders as provided in the case may beDIP Loan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the DIP Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the DIP Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Obligations, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe DIP Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe DIP Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(d)) are solely for the benefit of Agent, and the Lenders, and Obligors and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Obligors and their Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Obligors and their Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Obligors and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Obligors, the Obligations, the Collateral, the Collections of Obligors and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10ARTICLE 17. The provisions of this ARTICLE 17 are solely for the benefit of Agent and the Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein; PROVIDED, HOWEVER, that certain of the provisions of SECTION 17.10 hereof also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower has only the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Letters of Credit, the Term Loans, the Collateral, the Collections, and related matters; (b) execute or Guarantorfile any and all financing or similar statements or notices, amendments, renewals, amendments, discharges, main levies, continuations, whole or partial releases, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents; (c) make Advances, the Letters of Credit, and the Term Loans, for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Obligations, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 the Loan Documents. Each Lender hereby constitutes and 5.14 appoints Agent as any Lender may from time its true and lawful attorney, with full power of substitution, to time reasonably requestexecute, deliver, register and perform such acts, things and documents as Agent considers appropriate or necessary to give effect to the terms hereof (including all things provided for in paragraph (b) above and all matters provided for in SECTION 17.11(a)), which power of attorney shall survive the termination of this Agreement.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of Agent, and the Lenders, and Loan Parties and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Loan Parties and their Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Loan Parties and their Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Loan Parties and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Loan Parties, the Obligations, the Collateral, the Collections of Loan Parties and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRF as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent and the Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFRF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Ableco as Agent its representative as specified administrative agent and collateral agent (in respect of, inter alia, taking Guarantees and a security interest in the Collateral for and on behalf of the Lender Group) under this Agreement and in the other Loan DocumentsDocuments and, and subject to Section 14.1, each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 15. The provisions of this Section 15 (other than Section 15.9, Section 15.11, the first and last sentences of Section 15.12(a), and Section 15.12(b)) are solely for the benefit of Agent, and the Lenders, and Borrowers and their Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that Ableco is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Loan Parties, and related matters, (b) execute or Guarantorfile 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, (c) make Protective Advances as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Loan Parties as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Loan Parties, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections of Loan Parties, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its agent under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.9, 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement Schedule 1, Pg. 86 93 and the other Loan Documents. 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFRFWells Fargo as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that WFRFWells Fargo is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrowers and their Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers and their Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections of Borrowers and their Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Xxxxx Fargo Retail as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against AgentARTICLE 17. The provisions of this Article 10 ARTICLE 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of SECTIONS 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any 61 actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by SECTION 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Effective as of the First Amendment Effective Date and concurrently with the resignation of the Administrative Agent and Collateral Agent (each as defined in the Original Credit Agreement), each Lender hereby irrevocably designates and appoints Cortland as the Administrative Agent to act as and Collateral Agent as specified in their representatives under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) each Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under -87- US-DOCS\97278328.5 the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon each Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. The Agents agree in their respective capacities as Administrative Agent agrees and Collateral Agent, as applicable, to act as such upon agent for and on behalf of the Lenders (and the Bank Product Providers) on the express conditions contained in this Article 10X. The provisions of this Article X (other than Section 10.9 and Section 10.11) are solely for the benefit of the Agents, and the Lenders, and the Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Agent The Agents shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it the Agents have or be deemed to have any fiduciary relationship with any LenderLender (or Bank Product Provider), 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 the Agents; it being expressly understood and agreed that the use of the word “Agent. The provisions ” is for convenience only, that the Agents are merely the representative of this Article 10 are solely for the benefit of Agent and the Lenders, and Borrower shall only has the contractual duties set forth herein. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan Documents with reference to Agents is not have intended to connote any rights fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a third matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) the Collateral Agent to act as the secured party beneficiary under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, the Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Agents expressly are entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Agent agrees Loan Documents that provides rights or powers to promptlythe Agents, the Lenders agree that the Agents shall have the right to exercise the following powers as long as this Agreement remains in effect: (ia) request from maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of the Borrower and its Subsidiaries, and related matters, (b) execute or Guarantorfile 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, (c) make Loans, for itself (to the extent such Agent is also a Lender) or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of the Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as the case Agents deem necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of the Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to the Borrower, the Obligations, the Collateral, the Collections of the Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as the Agents may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as the Loan Documents. At least three Business Days prior to any Lender may from time Interest Payment Date and with respect to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably request.other

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent Xxxxx Fargo (successor by merger to act WFRF) as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than Section 16.11 and the release provisions in Section 16.12) are solely for the benefit of Agent, and the Lenders, and the Credit Parties shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word “Agent” is for convenience only, that Xxxxx Fargo is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of each Credit Party, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections of each Credit Party as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of each Credit Party, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to each Credit Party, the Obligations, the Collateral, the Collections of each Credit Party, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Foothill as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10 and 17.11 also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the FCC Term Loan, the EALP Term Loan, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the FCC Term Loan, the EALP Term Loan, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints WFRF as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrower, reports and statements respecting the business operations and financial condition Advances, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints WFRF as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents, nor shall it have any fiduciary relationship with any Lender, and no implied covenants, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent17. The provisions of this Article 10 17 are solely for the benefit of Agent and the Lenders, and Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofcontained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent agrees shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to promptlyhave any fiduciary relationship with any Lender, 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 Agent. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by Section 2.1(b). 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: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, as amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the case may be, any information, reports and statements respecting the business operations and financial condition of Borrower or Guarantor Loan Documents; (in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (iic) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably request.Advances

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act WFF as Agent as specified in its representative under this Agreement and in the other Loan DocumentsDocuments and, and subject to Section 15.1, each such Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such actions, other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 (other than the proviso to Section 16.11(a))are solely for the benefit of Agent, and the Lenders, and Parent and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that WFF is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, and related matters, (b) 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, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Parent and its Subsidiaries as provided in the Loan Documents, (e) 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 with respect to the Collateral and the Collections of Parent and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower or GuarantorParent, the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, or 110 otherwise related to any of same as provided in the case Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Agent to act Foothill as Agent as specified in its representative under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 10Section 16. The provisions of this Section 16 are solely for the benefit of Agent, and the Lenders, and Companies shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. The provisions ; it being expressly understood and agreed that the use of this Article 10 are solely the word "Agent" is for convenience only, that Foothill is merely the benefit representative of Agent and the Lenders, and Borrower only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall not have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights as a third party beneficiary or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the provisions hereof. Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or Guarantorfile 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, (c) make Advances, for itself or on behalf of Lenders as provided in the case Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Companies, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may be, any information, reports deem necessary or appropriate for the performance and statements respecting the business operations fulfillment of its functions and financial condition of Borrower or Guarantor (in addition to such information delivered powers pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtain; and (ii) make such examinations, visits and inspections pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably designates and appoints Foothill as its Agent to act as Agent as specified in under this Agreement and in the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes Agent to take such actions, action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to or conferred upon Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Agent agrees to act as such upon on the express conditions contained in this Article 1017. The provisions of this Article 17 are solely for the benefit of Agent and the Lenders, and Borrowers shall not have any rights as third party beneficiaries of any of the provisions contained herein; provided, however, that the provisions of Sections 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrowers. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documentsherein, nor shall it Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. The provisions of Except as expressly otherwise provided in this Article 10 are solely for the benefit of Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under or pursuant to this Agreement and the Lendersother Loan Documents, including making the determinations contemplated by Section 2.1(b). Except as otherwise specifically provided in this Agreement and Borrower shall not have any rights as a third party beneficiary without limiting the generality of any of the provisions hereof. foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent agrees shall have the right to promptlyexercise the following powers as long as this Agreement remains in effect: (ia) request from Borrower maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances and the Fixed Period Loans, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or Guarantorsimilar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the case may beLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any informationand all other rights and remedies of the Lender Group with respect to Borrowers, reports and statements respecting the business operations and financial condition Advances, the Fixed Period Loans, the Collateral, the Collections, or otherwise related to any of Borrower or Guarantor (same as provided in addition to such information delivered pursuant to Section 5.01), respectively, as any Lender may from time to time reasonably request Agent to obtainthe Loan Documents; and (iig) make incur and pay such examinations, visits Lender Group Expenses as Agent may deem necessary or appropriate for the performance and inspections fulfillment of its functions and powers pursuant to Sections 5.01 and 5.14 as any Lender may from time to time reasonably requestthe Loan Documents.