Common use of Appointment of Agents Clause in Contracts

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP GS Lending Partners is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GS Lending Partners to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP GS Lending Partners is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GS Lending Partners to act as its agent Administrative Agent in accordance with the terms hereof and the other Credit Documents. Subject GS Lending Partners is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes GS Lending Partners to Section 9.2 act as Documentation Agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPGS Lending Partners, in its capacity capacities as Syndication Agent and Documentation Agent, shall not have any no obligations but shall be entitled to all benefits of this Section 9. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

Appointment of Agents. GSCP GSSLG is hereby appointed Administrative Agent, Collateral Agent, Syndication Agent hereunder, and Documentation Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Syndication Agent GSSLG, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section SECTION 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPGSSLG, in its capacity as Syndication Agent and Documentation Agent, shall not have any no obligations but shall be entitled to all benefits of this Section SECTION 9.

Appointment of Agents. GSCP BOA is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent BOA to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject Citicorp, JPM, Citizens and Fifth Third are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Citicorp, JPM, Citizens and Fifth Third to Section 9.2 act as Documentation Agents in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Each of Syndication AgentAgent and Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPneither BOA, in its capacity as Syndication Agent, nor Citicorp, JPM, Citizens or Fifth Third in their capacity as Documentation Agents, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP GS Lending Partners is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GS Lending Partners to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP GS Lending Partners is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GS Lending Partners to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPGS Lending Partners, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9. Each of Syndication Agent and any Agent described in clause (e) of the definition thereof may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

Appointment of Agents. GSCP and Xxxxx Fargo are hereby appointed Joint Lead Arrangers, GSCP is hereby appointed Syndication Agent, and UBOC is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Lead Arrangers, Syndication Agent and Documentation Agent to act as its agent agents in accordance with the terms hereof and the other Credit Documents. GSCP Xxxxx Fargo is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereofhereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, all the respective obligations of GSCP and Xxxxx Fargo, in their capacity as Lead Arrangers, GSCP, in its capacity as Syndication Agent, and UBOC, in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent in accordance with the terms hereof and the other Credit Documents. Subject GSCP is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes GSCP to Section 9.2 act as Documentation Agent in accordance with the terms hereof and 9.3(b)the other Credit Documents. GSCP is hereby appointed Collateral Agent hereunder, and each Lender hereby authorizes GSCP to act as Collateral Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent and in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP CapitalSource is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent CapitalSource to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company U.S. Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. (a) GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, if any, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Datedate hereof, neither GSCP, in its capacity as Syndication Agent, nor Documentation Agent, if any, in its capacity as Documentation Agent, if any, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP LCPI is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent LCPI to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject Xxxxxx Brothers Inc. is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Xxxxxx Brothers Inc. to Section 9.2 act as Documentation Agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereofthereof (except as set forth in Section 9.7). In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor Xxxxxx Brothers Inc., in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP Bear Xxxxxxx Corporate Lending Inc. is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject Bank of America, N.A. is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPneither Bear Xxxxxxx Corporate Lending Inc., in its capacity as Syndication Agent, nor Bank of America, N.A., in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. BNY is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes BNY to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Documentation Agent hereunder and under the other Credit Documents hereunder, and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Documentation Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents Agents, Arranger and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent (except as expressly provided in this Agreement), nor GSCP, in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP GSLP is hereby appointed Syndication Administrative Agent hereunderand Collateral Agent hereunder and under the other Credit Documents, and each Lender and Issuing Bank hereby authorizes Syndication Agent GSLP to act as its agent the Administrative Agent and the Collateral Agent in accordance with the terms hereof and of the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each such Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and in the other Credit Documents, as applicable. The provisions of this Section 9 9, other than Sections 9.7 and 9.8, are solely for the benefit of Agents the Agents, the Lenders and Lenders the Issuing Banks, and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each no Agent shall act solely as an agent of Lenders and does not assume assumes, and shall not be deemed to have assumed assumed, any obligation towards or relationship of agency or trust with or for Company Holdings or any Subsidiary. Anything herein to the contrary notwithstanding, none of the Arrangers, the Syndication Agents, or any of the co-agents, bookrunners or managers listed on the cover page hereof, shall have any duties or obligations under this Agreement or any of the other Credit Documents, except in its Subsidiaries. Syndication capacity, as applicable, as the Administrative Agent, without consent of the Collateral Agent, a Lender or notice to any party heretoan Issuing Bank hereunder, may assign any and but all of its rights or obligations hereunder to any of its Affiliates. As such Persons shall have the benefit of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9indemnities provided for hereunder.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof The Company and the other Credit Documents. Lenders acknowledge and agree that GSCP has acted and shall be credited as sole lead arranger, sole bookrunner and syndication agent of the Initial Term Loans and that GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Term Loan Documents. Each Lender hereby authorizes the Sole Lead Arranger and the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Term Loan Documents. Subject to Section 9.2 and 9.3(b), each The Administrative Agent hereby agrees to act upon the express conditions contained herein and the other Credit Term Loan Documents, as applicable. The provisions of this Section 9 Article VIII are solely for the benefit of Agents and Lenders and no Credit Party Obligor shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each the Administrative Agent shall act solely as an agent of Lenders and no Agent does not or shall assume and shall not or be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Restricted Subsidiaries. Syndication AgentThe Sole Lead Arranger, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, GSCP in its capacity as Syndication Agent, the Sole Lead Arranger shall not have any duties, liabilities or obligations under the Term Loan Documents but shall be entitled to all benefits of this Section 9Article VIII.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP National City is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, as sole lead Arranger and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Arranger in accordance with the terms hereof and the other Credit Documents. GSCP GSB is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSB to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. As of the Closing Date, GSCP, in its capacity as Arranger, shall have no obligations but shall be entitled to all of the benefits of this Section 9. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Syndication AgentAgent may resign from such role at any time, without consent of or with immediate effect, by giving prior written notice thereof to any party hereto, may assign any Administrative Agent and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9Borrower.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject Bank of America, N.A. is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication Agent and Documenta­tion Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor Bank of America, N.A., in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent, Administrative Agent and Collateral Agent hereunder, and each Lender hereby authorizes Syndication Agent, Administrative Agent and Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, Agent without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject GSCP is hereby appointed Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP BONY is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third third-party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. GSCP CIBC is hereby appointed Administrative Agent hereunder and under the other Credit Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. Subject Each Lender Counterparty hereby appoints Administrative Agent to Section 9.2 act as its agent under the Guaranties and 9.3(b), each Collateral Documents. Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party Company shall have any no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP and LBI are hereby appointed Joint Arrangers and Joint Book Managers hereunder, and each Lender hereby authorizes Joint Arrangers and Joint Book Managers to act as its agents in accordance with the terms hereof and the other Credit Documents. LCP is hereby appointed Collateral Agent and Administrative Agent hereunder, and each Lender hereby authorizes Collateral Agent and Administrative Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Syndication Agent hereunder, hereunder and under the other Credit Documents and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and and, except as set forth under Section 9.7, no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, Each of Agent without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, all the respective obligations of GSCP and LBI, in their capacity as Joint Arrangers and Joint Book Managers, and GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is hereby appointed Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Arranger and Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit AXEL Loan Documents. GSCP Fleet is hereby appointed Administrative Agent hereunder and under the other Credit AXEL Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. Subject Fleet is also being appointed Collateral Agent under the Intercreditor Agreement and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms of the Intercreditor Agreement and 9.3(b), each the other AXEL Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit AXEL Loan Documents, as applicable. The provisions of this Section 9 8 are solely for the benefit of Agents and Lenders and no Credit Party Company shall have any no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Arranger and Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Restatement Effective Date, GSCP, in its capacity as all obligations of Arranger and Syndication Agent, Agent hereunder shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is hereby appointed Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Arranger and Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. GSCP BNY is hereby appointed Administrative Agent hereunder and under the other Credit Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. Subject First Union National Bank is hereby appointed Documentation Agent hereunder and CIT Lending Services Corporation is hereby appointed Collateral Agent hereunder and each Lender hereby authorizes Documentation Agent and Collateral Agent to Section 9.2 act as its agent in accordance with the terms of this Agreement and 9.3(b), each the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit Loan Documents, as applicable. The provisions of this Section 9 8 are solely for the benefit of Agents and Lenders and no Credit Party Borrowers shall have any no rights as a third party beneficiary beneficiaries of any of the provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrowers or any of its their Subsidiaries. Each of Arranger and Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPall obligations of Arranger, in its capacity as Syndication Agent, Documentation Agent and Collateral Agent hereunder shall not have any terminate other than the obligations but shall be entitled to all benefits of this Section 9Syndication Agent under subsection 2.1A(vi).

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP Bank of America is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent Bank of America to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject GECC is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes GECC to Section 9.2 act as Documentation Agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPGECC, in its capacity as Syndication Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP (a) KeyBank is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent KeyBank to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP CIT Healthcare is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent CIT Healthcare to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPNeither KeyBank, in its capacity as Syndication Agent, nor General Electric Capital Corporation, in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP GECC is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GECC to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its SubsidiariesCredit Party. The Syndication Agent, Agent without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Effective Date, GSCP, in its capacity as Syndication Agent, Agent shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP LCPI is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent LCPI to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company any Credit Party or any OZ Subsidiary or any of its Subsidiariestheir respective Affiliates. Syndication Any Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date and as of the Effective Date, GSCPLCPI, in its capacity as Syndication Agent, shall not have any no obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Lead Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Lead Arranger and Syndication Agent to act as its agent agents in accordance with the terms hereof and the other Credit Documents. GSCP Wells Fargo is hereby appointed Administrative Agent hereunder and under axx xxder the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereofhereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, all the respective obligations of GSCP, in its capacity as Lead Arranger and Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is hereby appointed as the Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent the Syndication Agent in accordance with the terms hereof and the other Credit Loan Documents. GSCP is hereby appointed as the Administrative Agent and as the Collateral Agent hereunder and under the other Credit Documents Loan Documents, and each Lender hereby authorizes Administrative Agent GSCP to act as its agent the Administrative Agent and the Collateral Agent in accordance with the terms hereof and the other Credit Loan Documents. Subject Wachovia is hereby appointed as the Deposit Agent hereunder, and each Lender hereby authorizes Wachovia to Section 9.2 act as the Deposit Agent in accordance with the terms hereof and 9.3(b), each of the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Loan Documents, as applicable. The provisions of this Section 9 Article IX are solely for the benefit of the Agents and the Lenders (and, in the case of Section 9.09, the Arrangers), and no Credit Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company the Borrower or any of its Subsidiaries. The Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as the Syndication Agent, shall not have any obligations no obligations, but shall be entitled to all benefits of this Section 9Article IX.

Appointment of Agents. GSCP is GSLP and DBSI are hereby appointed Syndication Agent Agents hereunder, and each Lender hereby authorizes Syndication Agent GSLP and DBSI to act as its agent Syndication Agents in accordance with the terms hereof and of the other Credit Documents. GSCP GSLP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSLP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and of the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and in the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPGSLP and DBSI, solely in its their capacity as Syndication Agent, shall not have any obligations under the Credit Documents but shall be entitled to all the benefits of this Section 9. Each Syndication Agent and any other Person appointed under the Credit Documents to serve in an agent or similar capacity may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP BNY is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent BNY to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. The Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP J. Xxxx is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Transaction Documents. GSCP J. Xxxx is hereby appointed Administrative Agent hereunder and under the other Credit Transaction Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Transaction Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Transaction Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPJ. Xxxx, in its capacity as Syndication Agent, shall not have any obligations hereunder but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder, and each Lender hereby authorizes GSCP to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Bear Xxxxxxx Corporate Lending Inc. is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent Bear Xxxxxxx Corporate Lending Inc. to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP Wachovia Bank, National Association is hereby appointed Administrative Documentation Agent hereunder and under the other Credit Documents hereunder, and each Lender hereby authorizes Administrative Agent Wachovia to act as its agent Documentation Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPneither Bear Xxxxxxx Corporate Lending Inc., in its capacity as Syndication Agent, nor Wachovia, in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any no obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. The Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, Agent shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP GS Bank is hereby appointed the Administrative Agent, the Collateral Agent, the Syndication Agent hereunder, and the Documentation Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Syndication Agent GS Bank, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 8 are solely for the benefit of Agents and Lenders and no Credit Party the Company shall not have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any the Company. Each of its Subsidiaries. the Syndication Agent and the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPGS Bank, in its capacity as Syndication Agent or in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 98.

Appointment of Agents. (a) GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP CIT is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent CIT to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The Except as expressly provided in Section 9.7, the provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.. 133

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunderon the Effective Date and at all times thereafter, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject GSCP is hereby appointed Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b)the other Credit Documents. Each of JPMC, UBS and Calyon is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the 143 express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiariesthe Credit Parties. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Effective Date, GSCP, in its capacity as a Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. The Company and the Lenders acknowledge and agree that GSCP is hereby appointed Syndication Agent hereunderhas acted and shall be credited as sole lead arranger and sole bookrunner of, and each Lender hereby authorizes Syndication Agent to act as its syndication agent in accordance with for, the terms hereof Term Loans and the other Credit Documents. that GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Term Loan Documents. Each Lender hereby authorizes the Sole Lead Arranger and the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Term Loan Documents. Subject to Section 9.2 and 9.3(b), each The Administrative Agent hereby agrees to act upon the express conditions contained herein and the other Credit Term Loan Documents, as applicable. The provisions of this Section 9 Article VIII are solely for the benefit of the Agents and the Lenders and no Credit Party Obligor shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each the Administrative Agent shall act solely as an agent of the Lenders and no Agent does not or shall assume and shall not or be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Syndication AgentThe Sole Lead Arranger, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, GSCP in its capacity as Syndication Agent, the Sole Lead Arranger shall not have any duties, liabilities or obligations under the Term Loan Documents but shall be entitled to all benefits of this Section 9Article VIII.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and under the other Credit Documents and each Lender hereby authorizes GSCP to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. ICBC is hereby appointed Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent ICBC to act as its agent Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject LaSalle is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b)the other Credit Documents. LaSalle is hereby appointed Collateral Agent hereunder, and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor LaSalle, in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 10 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and any duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Each Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor GSCP, in its capacity as Lead Arranger, shall not have any obligations under this Agreement or any other Credit Document, but each of them shall be entitled to all benefits of this Section 910.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any no obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP Silver Point is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third third-party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP X. Xxxx is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Transaction Documents. GSCP X. Xxxx is hereby appointed Administrative Agent hereunder and under the other Credit Transaction Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Transaction Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Transaction Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPX. Xxxx, in its capacity as Syndication Agent, shall not have any obligations hereunder but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP UBSS is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject JPMorgan Chase Bank, N.A. is hereby appointed Collateral Agent hereunder, and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 10 are solely for the benefit of Agents and Lenders and and, except as expressly provided in Section 10.7, no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company NewPageHoldCo or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPUBSS, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 910.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and under the other Credit Documents and each Lender hereby authorizes GSCP to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. ICBC is hereby appointed Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent ICBC to act as its agent Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Effective Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Arranger and Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit AXEL Loan Documents. GSCP Fleet is hereby appointed Administrative Agent hereunder and under the other Credit AXEL Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. Subject Fleet is also being appointed Collateral Agent under the Intercreditor Agreement and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms of the Intercreditor Agreement and 9.3(b), each the other AXEL Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit AXEL Loan Documents, as applicable. The provisions of this Section 9 8 are solely for the benefit of Agents and Lenders and no Credit Party Company shall have any no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Arranger and Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as all obligations of Arranger and Syndication Agent, Agent hereunder shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP Foothill is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject Each of CIT and GECC is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes Co-Documentation Agents to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor either of CIT or GECC, in its capacity as Co-Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any no obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Lead Arranger hereunder, and each Lender hereby authorizes Lead Arranger to act as its agents in accordance with the terms hereof and the other Credit Documents. The Bank of New York is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent and Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit DocumentsDocuments (including through powers of attorney with respect actions in foreign jurisdictions). Subject to Section Sections 9.2 and 9.3(b)9.3, each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Lead Arranger or Syndication Agent, Agent shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP CS is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent CS to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPCS, in its capacity as Syndication Agent, Agent shall not have any no obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Arranger and Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. GSCP BankBoston is hereby appointed Administrative Agent hereunder and under the other Credit Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party Company shall have any no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Arranger and Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as all obligations of Arranger and Syndication Agent, Agent hereunder shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is hereby appointed Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Arranger and Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Revolving Loan Documents. GSCP Fleet is hereby appointed Administrative Agent hereunder and under the other Credit Revolving Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Revolving Loan Documents. Subject Fleet is also being appointed Collateral Agent under the Intercreditor Agreement and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent REVOLVING LOAN CREDIT AGREEMENT EXECUTION 133 141 in accordance with the terms of the Intercreditor Agreement and 9.3(b), each the other Revolving Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit Revolving Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party Company shall have any no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Arranger and Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as all obligations of Arranger and Syndication Agent, Agent hereunder shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP GSLP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSLP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP GSLP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSLP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and of the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Parent, Borrower or any of its their respective Subsidiaries. The Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder (in its capacity as a Syndication Agent) to any of its Affiliates. As of the Closing Restatement Date, GSCPGSLP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9. The Syndication Agent and any Agent described in clause (d) of the definition thereof may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject JPM and PNC are hereby appointed joint Documentation Agents hereunder, and each Lender hereby authorizes each of JPM and PNC to Section 9.2 act as Documentation Agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication AgentAgent and Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor JPM or PNC, each in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is and UBSS are hereby appointed Co-Syndication Agent Agents hereunder, and each Lender hereby authorizes each Co-Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject JPMorgan Chase Bank, N.A. is hereby appointed 150 Collateral Agent hereunder, and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 10 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company NewPageHoldCo or any of its Subsidiaries. Each of Co-Syndication AgentAgents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPneither GSCP nor UBSS, in its their capacity as Co-Syndication AgentAgents, shall not have any obligations but shall be entitled to all benefits of this Section 910.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof The Company and the other Credit Documents. Lenders acknowledge and agree that GSCP has acted and shall be credited as sole lead arranger and sole bookrunner of the Initial Term Loans and that GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Term Loan Documents. Each Lender hereby authorizes the Sole Lead Arranger and the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Term Loan Documents. Subject to Section 9.2 and 9.3(b), each The Administrative Agent hereby agrees to act upon the express conditions contained herein and the other Credit Term Loan Documents, as applicable. The provisions of this Section 9 Article VIII are solely for the benefit of Agents and Lenders and no Credit Party Obligor shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each the Administrative Agent shall act solely as an agent of Lenders and no Agent does not or shall assume and shall not or be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Restricted Subsidiaries. Syndication AgentThe Sole Lead Arranger, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, GSCP in its capacity as Syndication Agent, the Sole Lead Arranger shall not have any duties, liabilities or obligations under the Term Loan Documents but shall be entitled to all benefits of this Section 9Article VIII.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP CapitalSource is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent CapitalSource to act as its agent Administrative Agent in accordance with the terms hereof and the other Credit Documents. Subject CapitalSource is hereby appointed Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes CapitalSource to Section 9.2 act as Collateral Agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any no obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Arranger and Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. GSCP Each of CIBC and General Electric Capital Corporation is hereby appointed Administrative Agent and Documentation Agent, respectively, hereunder and under the other Credit Loan Documents and each Lender hereby authorizes Administrative Agent and Documentation Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Loan Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party Company shall have any no rights as a third party beneficiary of any of the 116 124 provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Arranger and Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as all obligations of Arranger and Syndication Agent, Agent hereunder shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is and UBSS are hereby appointed Co-Syndication Agent Agents hereunder, and each Lender hereby authorizes each Co-Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company NewPageHoldCo or any of its Subsidiaries. Each of Co-Syndication AgentAgents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPneither GSCP nor UBSS, in its their capacity as Co-Syndication Agent, Agents shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is and Wells Fargo are hereby appointed Joint Lead Arrangers and GSCP xx xereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Lead Arrangers and Syndication Agent to act as its agent agents in accordance with the terms hereof and the other Credit Documents. GSCP Wells Fargo is hereby appointed Administrative Agent hereunder and xxx under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereofhereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Effective Date, all the respective obligations of GSCP and Wells Fargo, in their capacity as Lead Arrangers and GSCP, in its capacity xxx xapacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP GECC is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject GECC is hereby appointed Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP GECC is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GECC to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (other than as expressly provided in Section 9.7 and Section 9.8(d)) are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereofthereof (other than as expressly provided in Section 9.7 and Section 9.8(d)). In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. The Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. (a) GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSCP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject CUSA is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes CUSA to Section 9.2 act as Documentation Agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its AffiliatesAffiliates (other than Private Equity Affiliates (as defined in the Commitment Letter)). As of the Closing Effective Date, neither GSCP, in its capacity as Syndication Agent, nor CUSA , in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP BNS is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject GE Capital is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agent to Section 9.2 act as its agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor GE Capital, in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, Agent shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Administrative Agent hereunder, and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Syndication Administrative Agent and Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP CNAI is hereby appointed Administrative as Syndication Agent hereunder and under the other Credit Documents hereunder, and each Lender hereby authorizes Administrative Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject LCPI is hereby appointed Documentation Agent hereunder and each Lender authorizes Documentation Agent to Section 9.2 and 9.3(b), each act as its agent in accordance with the Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party Restricted Person shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its SubsidiariesRestricted Person. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCPCNAI, in its capacity as Syndication Agent, and LCPI, in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Subject GECC is hereby appointed Co-Documentation Agent hereunder and National City is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes the Documentation Agents to Section 9.2 act as their agent in accordance with the terms hereof and 9.3(b), each the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication AgentAgent and Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor GECC and National City, in their capacity as Documentation Agents, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP GSLP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSLP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP GSLP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent GSLP to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and of the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Parent, Borrower or any of its their respective Subsidiaries. The Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder (in its capacity as a Syndication Agent) to any of its Affiliates. As of the Closing Date, GSCPGSLP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9. The Syndication Agent and any Agent described in clause (d) of the definition thereof may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

Appointment of Agents. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agent GSCP to act as its agent Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP Wachovia Bank is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent Wachovia Bank to act as its agent Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Subject to Section 9.2 and 9.3(b), each Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company Borrower or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GSCP, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. GSCP is hereby appointed Arranger and Syndication Agent hereunder, and each Lender hereby authorizes Arranger and Syndication Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Revolving Loan Documents. GSCP Fleet is hereby appointed Administrative Agent hereunder and under the other Credit Revolving Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof of this Agreement and the other Credit Revolving Loan Documents. Subject Fleet is also being appointed Collateral Agent under the Intercreditor Agreement and each Lender hereby authorizes Collateral Agent to Section 9.2 act as its agent in accordance with the terms of the Intercreditor Agreement and 9.3(b), each the other Revolving Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein in this Agreement and the other Credit Revolving Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party Company shall have any no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunderunder this Agreement, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Arranger and Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Restatement Effective Date, GSCP, in its capacity as all obligations of Arranger and Syndication Agent, Agent hereunder shall not have any obligations but shall be entitled to all benefits of this Section 9terminate.