Common use of Appointment of Agents Clause in Contracts

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of DBSI is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of BANA, CS Securities and Royal Bank is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of BANA, CS Securities and Royal Bank to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 any Group Member. Each of the 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. Each of the Syndication Agent and each Co-Documentation Agent shall be released from the restrictions of Section 181 German Civil Code (BGB – Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arranger, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arranger, the Bookrunners, the Syndication Agent and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each (a) GACP is hereby appointed Administrative Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes GACP, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent or on behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and each to perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the Issuing Banks rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (b) Kayne is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and appointed Collateral Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Kayne, in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent to take such actions or on its behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and to exercise such powers as are delegated perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Administrative Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and Collateral remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (c) Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Documents, together with such actions as applicable. The provisions of this Article IX are solely for the benefit of Agents and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinLenders, the Collateral Agent and neither any Loan Party nor any Affiliate thereof shall have all the any rights and benefits as a third party beneficiary of any of the Administrative Agent set forth in this Articleprovisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documentsan agent of Lenders and does not assume, and each shall not be deemed to have assumed, any obligation towards, or relationship of the Lenders (including in its capacities as a Lender Counterparty agency or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiringtrust with or for, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentstheir respective Affiliates.

Appointment of Agents. Each of KeyBank is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes KeyBank to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank is hereby appointed the Administrative Agent, the Revolving Administrative Agent and the Collateral Agent hereunder and under the other Loan DocumentsDocuments and each Lender hereby authorizes Barclays Bank to act as the Administrative Agent, and authorizes the Revolving Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. PNC Bank and Xxxxx Fargo Securities are hereby appointed the Co-Documentation Agents hereunder, and each Lender hereby authorizes PNC Bank and Xxxxx Fargo Securities to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 Holdings or any of its Subsidiaries. The Syndication Agent and each of the Co-Documentation Agents, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Bookrunners, the Syndication Agent nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of DBSI is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of BAS, CS Securities and RBC is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of BAS, CS Securities and RBC to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 any Group Member. Each of the 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. Each of the Syndication Agent and each Co-Documentation Agent shall be released from the restrictions of Section 181 German Civil Code (BGB - Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each (a) GACP is hereby appointed Administrative Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes GACP, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent or on behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and each to perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the Issuing Banks rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (b) GACP is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and appointed Collateral Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes GACP, in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent to take such actions or on its behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and to exercise such powers as are delegated perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Administrative Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and Collateral remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (c) Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Documents, together with such actions as applicable. The provisions of this Article IX are solely for the benefit of Agents and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinLenders, the Collateral Agent and neither any Loan Party nor any Affiliate thereof shall have all the any rights and benefits as a third party beneficiary of any of the Administrative Agent set forth in this Articleprovisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documentsan agent of Lenders and does not assume, and each shall not be deemed to have assumed, any obligation towards, or relationship of the Lenders (including in its capacities as a Lender Counterparty agency or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiringtrust with or for, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentstheir respective Affiliates.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays Credit Suisse AG, Cayman Islands Branch, to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Loan Exchange Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Additional Term Notes, the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. 2.01 The Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.06 below, the Bond Trustee) appoints: (a) The Bank of New York Mellon, London Branch, as its Issuing and Paying Agent, exchange agent and transfer agent; (b) The Bank of New York Mellon (Luxembourg) S.A., as its European Registrar; (c) BNY Trust Company of Canada, acting through its offices located at 000 Xxx Xxxxxx 00xx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, as its Canadian Registrar; and (d) The Bank of New York Mellon at its specified office as its U.S. Registrar, U.S. paying agent, transfer agent and exchange agent; each for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto. 2.02 Each of the Lenders and each Agents accepts its appointment as agent of the Issuing Banks hereby irrevocably appoints Barclays Issuer and the Guarantor LP (and for the purposes only of sub-clause 2.06 below, the Bond Trustee) in relation to act on its behalf as the Administrative Agent Covered Bonds and Collateral Agent hereunder and under the Loan Documentsshall perform all matters expressed to be performed by it in, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereincomply with, the Collateral Agent shall have all the rights Conditions and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. Each of the Agents appointed hereunder shall use commercially reasonable efforts to perform its obligations hereunder, including the timely taking of action as required hereunder; provided, however, that each of the Agents shall not be liable for its failure to meet such deadlines, including, without limitation, with respect to Paying Agents deadlines for the payment of money to owners of the Covered Bonds, except such failure as shall result from its own negligence or willful misconduct. 2.03 In acting under this Agreement and in connection with the Covered Bonds, the Agents shall act solely as agent(s) of the Issuer and the Guarantor LP and will not assume any obligation or responsibility towards or relationship or agency or trust for or with any of the owners or holders of Covered Bonds or any other Loan Documentsthird party. 2.04 In relation to each issue of Eurosystem–eligible Covered Bonds, the Issuer and the Guarantor LP hereby authorise and instruct the Issuing and Paying Agent or the European Registrar, as the case may be, to elect Euroclear as Common Safekeeper. From time to time the Issuer, the Guarantor LP and the Issuing and Paying Agent or European Registrar may agree to vary this election. The Issuer and the Guarantor LP acknowledge that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Issuing and Paying Agent or the European Registrar in respect of any election made by it. 2.05 In relation to each Series of Covered Bonds where the Issuing and Paying Agent agrees to act as Delivery Agent for any Covered Bonds issued under the Programme that are payable and/or dischargeable by the Issuer or the Guarantor LP (as applicable) by the payment or delivery of securities and/or other property or any combination of cash, securities and/or property, it is hereby appointed as Delivery Agent of the Issuer or the Guarantor LP (as applicable), upon the terms and subject to the conditions set out below, for the purpose of performing the obligations and duties imposed upon it by the relevant Conditions and this Agreement. For the avoidance of doubt, the Issuing and Paying Agent shall have the right to decline to act as a Delivery Agent whereupon the Issuer or the Guarantor LP (as applicable) shall either (i) act as Delivery Agent or (ii) engage another financial institution to act as Delivery Agent in respect of such Covered Bonds. (a) At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Issuer or the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP and the Agents, require the Agents to act as Agents of the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or on behalf of the Bond Trustee (save that the Bond Trustee’s liability under any provisions for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee in trust relating to the Covered Bonds, and as applicable in accordance with the Transaction Documents and the Guide, the relevant Series and available for such purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by the Agents in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Issuer require it (but not the Guarantor LP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Agents, and with effect from the issue of any such notice to the Issuer and until such notice is withdrawn, the Issuer shall make such payments to the Bond Trustee and this Agreement shall be deemed to be amended accordingly, mutatis mutandis. (b) At any time after a Guarantor LP Event of Default or Potential Guarantor LP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP, and the Agents, require the Agents to act as Agents of the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or on behalf of the Bond Trustee (save that the Bond Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee in trust relating to the Covered Bonds, and as applicable in accordance with the Transaction Documents and the Guide, the relevant Series and available for such purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by the Agent in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Guarantor LP require it to make all subsequent payments to be made by it under the Covered Bond Guarantee in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent and with effect from the issue of any such notice to the Guarantor LP and until such notice is withdrawn, the Guarantor LP shall make such payments to the Bond Trustee and this Agreement shall be deemed to be amended accordingly, mutatis mutandis. 2.07 Any Agent may, at any time, appoint a sub-agent or delegate by power of attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in such Agent by this Agreement. The appointment or delegation shall be made on the same terms as this Agreement (including the power to sub-delegate) and, provided that it has exercised due care in the selection of such sub-agent, delegate or sub-delegate, such Agent shall not be bound to monitor, oversee or supervise, or be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any sub-agent, delegate or sub-delegate which is not an affiliate of The Bank of New York Mellon. 2.08 In no event shall any Agent be liable for any Losses arising as a result of an Agent receiving or transmitting any data from or to an Authorised Person via any non-secure method of transmission or communication, such as but without limitation, by facsimile or email. The Issuer and the Guarantor LP accept that some methods of communication are not secure and the Agents shall not incur any liability for receiving instructions via any such non-secure method. The Agents are authorised to comply with and rely upon any such notice, instruction or other communications believed by them to have been sent or given by an Authorised Person. The Issuer and the Guarantor LP shall use all reasonable endeavours to ensure that instructions transmitted to the Agents pursuant to this Agreement are complete and correct. Any instructions transmitted by the Issuer or the Guarantor LP or their respective Authorised Persons shall be conclusively deemed to be valid instructions from the Issuer or the Guarantor LP, as applicable, to the Agents for the purposes of this Agreement. 2.09 Each of the Agents represents, warrants and covenants as follows, and acknowledges that the Issuer, the Guarantor LP and the Bond Trustee are relying on such representations, warranties and covenants in entering into, and performing their obligations under, this Agreement: (a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (b) if regulated, it is in good standing by the applicable regulatory bodies; (c) it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Agreement; (d) it is in material compliance with all applicable laws, regulations and rules applicable to it and relevant to the execution, delivery and performance of this Agreement; and (e) it shall comply with, and perform its obligations under, the provisions of the Guide, and of the Transaction Documents to which it is a party, in each case applicable to it.

Appointment of Agents. Each of Barclays Capital is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Capital to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the Loan other Credit Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the 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 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Credit Party shall have all the any rights and benefits as a third party beneficiary of any of the Administrative Agent set forth in provisions of this ArticleSection 9 (other than as expressly provided herein). The Collateral In performing its functions and duties hereunder, each Agent shall act solely as an agent of the “collateral agent” under the Loan DocumentsLenders 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. 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. Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, each of the Lenders (including Arranger and the Syndication Agent are named as such for recognition purposes only, and in its their respective capacities as a Lender Counterparty such shall have no duties, responsibilities or potential Lender Counterparty) liabilities with respect to this Agreement or any other Credit Document; it being understood and agreed that each of the Issuing Banks hereby irrevocably appoints Arranger and authorizes the Collateral Syndication Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Credit Documents and all of the other benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing9. Without limiting the generality limitation of the foregoing, neither the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Arranger nor the Collateral and any rights of the Secured Parties with respect thereto as contemplated Syndication Agent shall, by and in accordance with the provisions reason of this Agreement and the or any other Loan DocumentsCredit Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays (a) Xxxxxx Xxxxxxx Senior Funding, Inc. to act on its behalf as the Term Loan Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and (b) JPMorgan Chase Bank, N.A. to act on its behalf as the Revolving Facility Administrative Agent hereunder and under the Loan Documents, and authorizes the each Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent Agents and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent Agents set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent Agents pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentAgents, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-co- agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Loan Exchange Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Additional Term Notes, the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Scotiabank is hereby irrevocably appoints Barclays to act on its behalf appointed as the Administrative Agent and Collateral Agent hereunder and under the Loan other Credit Documents and each Lender hereby authorizes Scotiabank to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Barclays, BNP Paribas, Fifth Third, Xxxxxxx Sachs and SMBC to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. BofA and Scotiabank are each hereby appointed as Arrangers hereunder, and each Lender hereby authorizes each of BofA and Scotiabank to act as Arrangers 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, and authorizes as applicable. The provisions of this Section 8 are solely for the Administrative Agent benefit of the Agents and the Collateral Agent to take such actions on its behalf and to exercise such powers Lenders and, except as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this ArticleSection 8.7, the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documents, and each an agent of the Lenders (including and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. None of BofA, Scotiabank, Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC in its their capacities as a Lender Counterparty an Arranger or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and applicable, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents8.

Appointment of Agents. Each of the Lenders Gxxxxxx Sxxxx and DBSI are hereby appointed Syndication Agents and Bookrunners hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Gxxxxxx Sachs and DBSI to act on its behalf as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. DBNY is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent DBNY to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. DBNY is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes DBNY to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. 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 Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agent and Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers neither Gxxxxxx Sxxxx nor DBSI, each in its capacity as a Syndication Agent and discretion a Bookrunner, nor DBNY, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsDocumentation Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of (a) Gxxxxxx Sxxxx is hereby appointed the Lenders Administrative Agent hereunder and under the other Transaction Documents and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Gxxxxxx Sachs to act on its behalf as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents. (b) Citibank is hereby appointed the Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and other Transaction Documents to which the Collateral Agent is a party, and each Lender hereby authorizes it to take act as Collateral Agent in accordance with the terms hereof and thereof. Virtus Group, LP is hereby appointed the Collateral Administrator hereunder and under the other Transaction Documents to which the Collateral Administrator is a party, and each Lender hereby authorizes it to act as Collateral Administrator in accordance with the terms hereof and thereof. (c) Each Agent hereby agrees to act in its capacity as such actions on upon the express provisions contained herein and the other Transaction Documents to which it is a party, as applicable. The provisions of this Section 10 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 of this Section 10. In performing its behalf functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to exercise such powers as are delegated have assumed any obligation towards or relationship of agency or trust with or for any Credit Party. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Transaction Document or otherwise exist against any Agent. It is understood and agreed that the use of the term “agent” herein or in any Transaction Documents (or any other similar term) with reference to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionAgent, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral Administrator or the Borrower Accounts Securities Intermediary is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any portion thereof) applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements, powers and rights granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Agents in the Transaction Documents shall not be construed as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsduties.

Appointment of Agents. Each (a) Kayne is hereby appointed Administrative Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Kayne, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent or on behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and each to perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the Issuing Banks rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (b) Kayne is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and appointed Collateral Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Kayne, in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent to take such actions or on its behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and to exercise such powers as are delegated perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Administrative Loan Parties, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and Collateral remedies specifically authorized to be exercised by such Agent by the terms of the this Agreement or any other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Parties. (c) Each Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent agrees to act as upon the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full express conditions contained herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents, as applicable. The provisions of this Article IX are solely for the benefit of Agents and Lenders, and no 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, Parent or any of its Subsidiaries.

Appointment of Agents. Scotiabank is xxxxxx appointed as Administrative Agent xxxxxxxxx and under the other Credit Documents and each Lender hereby authorizes Scotiabank to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and SMBC to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. BofA and Scotiabank are each hereby appointed as Arrangers hereunder, and each Lender hereby authorizes each of BofA and Scotiabank to act as Arrangers 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 8 are solely for the benefit of the Agents and the Lenders and, except as set forth in Section 8.7, the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Issuing Banks hereby irrevocably appoints Barclays to act on Borrower or any of its behalf as the Administrative Agent Subsidiaries. None of BofA, Scotiabank, Barclays, BNP Paribas, Fifth Third, Xxxxxxx Xxxxx and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth SMBC in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its their capacities as a Lender Counterparty an Arranger or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and applicable, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents8.

Appointment of Agents. Each of the Lenders GSCP and SSB is hereby appointed a Joint Lead Arranger hereunder. GSCP is hereby appointed as Syndication Agent hereunder. Each Lender hereby authorizes each of the Issuing Banks hereby irrevocably appoints Barclays Joint Lead Arranger and Syndication Agent to act on as its behalf as agents in accordance with the terms hereof and the other Credit Documents. Citibank is hereby appointed Administrative Agent (for purposes of this Section 9, the terms "Administrative Agent" and "Agent" shall also include Citibank in its capacity as Collateral Agent pursuant to the Collateral Documents) hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Bank of America is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes each Documentation Agent to act as its agent of such Lender in accordance with the terms hereof and such Issuing Bank for purposes of acquiring, holding the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all applicable. The provisions of this ARTICLE VIII Section 9 are solely for the benefit of Agents and Section 9.03 (Lenders and no Credit Party shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof other than the right to receive notices pursuant to the first two sentences of Section 9.7. Without limiting the generality In performing its functions and duties hereunder, each Agent shall act solely as an agent of the foregoingLenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, the Agents are hereby expressly authorized without consent of or notice to execute any party hereto, may assign any and all documents (including releases) with respect of its rights or obligations hereunder to the Collateral and any rights of its Affiliates. As of the Secured Parties with respect thereto Closing Date, all the respective obligations of (i) GSCP and SSB in its capacity as contemplated by Joint Lead Arranger and (ii) Bank of America, in accordance with the provisions of this Agreement and the other Loan Documentsits capacity as Documentation Agent, shall terminate.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GSCP is hereby irrevocably appoints Barclays to act on its behalf as the Administrative appointed Syndication Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentshereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Syndication Agent to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions terms of this Agreement and the other Loan Documents. Fleet is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. DLJ is hereby appointed Documentation Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Documentation Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Each Lender hereby authorizes and confirms the appointment by Administrative Agent of Fleet as Collateral Agent under the Intercreditor Agreement and the other Loan Documents, and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms of the Intercreditor Agreement and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and Company shall have no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties under 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 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 date on which Syndication Agent notifies Company that it has concluded its primary syndication of the Loans and Commitments, all obligations of GSCP, in its capacity as Syndication Agent hereunder, shall terminate. DLJ, in its capacity as Documentation Agent, shall have no obligations hereunder.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx is hereby appointed Syndication Agent and Bookrunner hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs to act on its behalf as Syndication Agent and Bookrunner in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Term Administrative Agent hereunder and under the other Credit Documents and each Term Loan Lender hereby authorizes HSBC USA to act as Term Administrative Agent in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Primary Collateral Agent hereunder and under the Loan other Credit Documents (other than the Collateral Documents governed by the laws of Hungary) and each Lender hereby authorizes HSBC USA to act as Primary Collateral Agent in accordance with the terms hereof and such other Credit Documents. HSBC PLC is hereby appointed Hungarian Collateral Agent hereunder and under the other Credit Documents governed by the laws of Hungary and each Lender hereby authorizes HSBC PLC to act as Hungarian Collateral Agent in accordance with the terms hereof and such other Credit Documents. HBAP is hereby appointed Revolving Facility Administrative Agent hereunder and under the other Credit Documents and each Revolving Lender hereby authorizes HBAP to act as Revolving Facility Administrative 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 authorizes the Administrative Agent Lenders and the Collateral Agent to take such actions on its behalf and to exercise such powers no Credit Party shall have any rights as are delegated to the Administrative Agent and Collateral Agent by the terms a third-party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documentsan 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 Parent or any of its Subsidiaries. Each of Syndication Agent, Bookrunner, and each any Agent described in clause (vi) of the Lenders (including in its capacities as a Lender Counterparty definition thereof, without consent of or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent notice to act as the agent of such Lender and such Issuing Bank for purposes of acquiringany party hereto, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and no Syndication Agent or Bookrunner shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtBookrunner, and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the with immediate effect, by giving prior written notice thereof to Administrative Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. 2.01 The Issuer and the Guarantor (and, for the purposes only of Clause 2.06 below, the Bond Trustee) appoint: (a) Citibank, N.A. London Branch at its specified office as its Issuing and Paying Agent, Calculation Agent and Transfer Agent in relation to all Covered Bonds other than U.S. Registered Covered Bonds; (b) Citigroup Global Markets Deutschland AG at its specified office as European Registrar in relation to all Registered Covered Bonds other than U.S. Registered Covered Bonds; and (c) Citibank, N.A. at its specified office as its U.S. Registrar, U.S. Paying Agent, Transfer Agent in relation to all U.S. Registered Covered Bonds, each for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto. 2.02 Each of the Lenders and each Agents accepts its appointment as agent of the Issuing Banks hereby irrevocably appoints Barclays Issuer and the Guarantor (and for the purposes only of Clause 2.06 below, the Bond Trustee) in relation to act on its behalf as the Administrative Agent Covered Bonds and Collateral Agent hereunder and under the Loan Documentsshall perform all matters expressed to be performed by it in, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereincomply with, the Collateral Agent shall have all the rights Conditions and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 2.03 For greater certainty, the Agents are also appointed in their respective capacity with respect to the N Covered Bonds for the purposes specified in the N Covered Bond Conditions and this Agreement (unless the N Covered Bond Conditions relating to a Series of N Covered Bonds list alternative agents which are appointed pursuant to a supplemental agency agreement). In relation to the N Covered Bonds, the provisions for Registered Definitive Covered Bonds contained in this Agreement shall apply mutatis mutandis unless otherwise provided herein. 2.04 In relation to each issue of Eurosystem-eligible NGCBs or each issue of Registered Global Covered Bonds intended to be held under the NSS, the Issuer hereby authorises and instructs the Issuing and Paying Agent to elect Euroclear or Clearstream, Luxembourg as Common Safekeeper. From time to time the Issuer and the Issuing and Paying Agent may agree to vary such election. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Issuing and Paying Agent in respect of any election made by it. 2.05 In relation to each Series of Covered Bonds where the Issuing and Paying Agent agrees to act as Delivery Agent for any Covered Bonds issued under the Programme that are payable and/or dischargeable by the Issuer by the payment or delivery of securities and/or other property or any combination of cash, securities and/or property, it will be appointed as such by the Issuer for the purpose of such Covered Bonds by being named as such in the applicable Final Terms, upon the terms and subject to the conditions set out herein, for the purpose of performing the obligations and duties imposed upon it by the relevant Conditions and this Agreement. For the avoidance of doubt, the Issuing and Paying Agent shall have the right to decline to act as a Delivery Agent whereupon the Issuer shall either (i) act as Delivery Agent or (ii) engage another financial institution to act as Delivery Agent in respect of such Covered Bonds. (a) At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Issuer which it proposes to pay under Section 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, Guarantor and the Agents, require the Agents pursuant to this Agreement to act thereafter as Agents respectively of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms hereof mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee’s liability under any provisions hereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee on the trusts hereof relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Issuer require it (but not the Guarantor) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent or Registrar, as the case may be, and with effect from the issue of any such notice to the Issuer and, until such notice is withdrawn, proviso (a) to Clause 2.2 of the Trust Deed relating to the Covered Bonds shall cease to have effect in respect of the Issuer. (b) At any time after a Guarantor Event of Default or Potential Guarantor Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Guarantor which it proposes to pay under Section 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, Guarantor, the Issuing and Paying Agent and the other Loan DocumentsPaying Agents require the Issuing and Paying Agent and the other Paying Agents or the Registrar, as the case may be, pursuant to this Agreement to act thereafter as Agents respectively of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms hereof mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee’s liability under any provisions hereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee on the trusts hereof relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Guarantor require it to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent or the Registrar, as the case may be, and with effect from the issue of any such notice to the Guarantor and, until such notice is withdrawn, proviso (a) to Clause 2.2 of the Trust Deed relating to the Covered Bonds shall cease to have effect.

Appointment of Agents. Each The Borrower and the Lenders acknowledge and agree that The Bank of Nova Scotia has acted and shall be credited as lead arranger and bookrunner of the Revolving Loans. The Borrower and the Lenders acknowledge and each agree that The Bank of the Issuing Banks Nova Scotia is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes appointed the Administrative Agent and the Collateral Agent to take such actions on its behalf LC Bank hereunder and to exercise such powers as are delegated to under the Administrative Agent and Collateral Agent by the terms of the other Revolving Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Borrower and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the Collateral Agent with respect to the Revolving Loan Obligations, and each Lender authorizes the Collateral Agent and the Administrative Agent to enter into and perform their respective obligations under the Collateral Trust Agreement. Each Lender hereby authorizes (a) the Administrative Agent to act as its agent and (b) the LC Bank to act as issuing bank, in each case in accordance with the terms hereof and the other Revolving Loan Documents. The Administrative Agent hereby agrees to act upon the express conditions contained herein and the other Revolving Loan Documents, as applicable. The provisions of such Lender this Article VIII are solely for the benefit of the Agents and such Issuing Bank for purposes the Lenders and no Obligor shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoprovisions thereof. In this connectionperforming its functions and duties hereunder, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant shall act solely as an agent of the Lenders and no Agent does or shall assume or be deemed to Section 8.05 have assumed any obligation towards or relationship of agency or trust with or for purposes of holding or enforcing any Lien on the Collateral (Borrower or any portion thereof) granted of its Subsidiaries. The Bank of Nova Scotia in its capacity as the lead arranger and bookrunner shall 105 not have any duties, liabilities or obligations under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, Revolving Loan Documents but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsArticle VIII.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent (and, if applicable, in the case of any UK Security Documents, as trustee of the Liens constituted thereby) of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsMiami Credit Agreement, the Other Term Loans, the Other Revolving Commitments, the Term Loan Exchange Notes, the Additional DebtTerm Notes, the Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness, the Refinancing Notes, Miami Term Loans, the Miami Revolving Commitments, the Miami Term Loan Exchange Notes, the Miami Additional Term Notes, the Miami Unrestricted Additional Term Notes, Miami Credit Agreement Refinancing Indebtedness and any Permitted the Miami Refinancing Notes. The Administrative Agent and the Collateral Agent shall at all times be the same Person that is the “administrative agent” and the “collateral agent” under the Miami Credit Agreement. Written notice of any resignation by the JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing. Without limiting Miami Credit Agreement shall also constitute notice of resignation as the generality Administrative Agent and the Collateral Agent under this Agreement; removal of JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing, the Agents are hereby expressly authorized Miami Credit Agreement shall also constitute removal under this Agreement; and appointment of an administrative agent and collateral agent pursuant to execute any and all documents (including releases) with respect to the Collateral and any rights Section 8.06 of the Secured Parties with respect thereto as contemplated by Miami Credit Agreement shall also constitute appointment of a successor Administrative Agent and in accordance with the provisions of Collateral Agent under this Agreement and the other Loan DocumentsAgreement.

Appointment of Agents. Each GECCEach of the Lenders CONA and SunTrust Bank is hereby appointed as SyndicationCo-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GECCCONA and SunTrust Bank to act on its behalf as the Administrative SyndicationCo-Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of RBC CapitalCS Securities and DBSIRoyal Bank is hereby appointed as Co-Documentation Agent hereunder, and each Lender hereby authorizes RBC CapitalCS Securities and DBSIRoyal Bank to act as the Co- DocumentationCo-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 Holdings or any of its Subsidiaries. Each of the Syndication Agent and the Co-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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication AgentCo-Syndication Agents nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. (a) Each Lender (and, in respect of the Lenders Security Documents, the Administrative Agent and each the Collateral Agent) hereby designates The Bank of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf Nova Scotia as the Administrative Agent and Collateral Agent hereunder to act as herein specified and under as specified in the other Loan Documents. Each Lender (and, in respect of the Security Documents, each of the Administrative Agent and the Collateral Agent) hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions action on its behalf under the provisions of the Loan Documents and to exercise such powers and to perform such duties thereunder as are specifically delegated to or required of the Administrative Agent and the Collateral Agent by the terms of the Loan Documents, together with thereof and such actions and other powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinEach of the Administrative Agent and the Collateral Agent may perform any of its duties hereunder by or through its agents or employees. (b) Subject in all cases to the ABL Intercreditor Agreement, but without limiting the generality of clause 7.1(a) above, Collateral Agent shall have all the rights sole and benefits exclusive right and authority (to the exclusion of the Lenders and Administrative Agent), and is hereby authorized, to (i) act as collateral agent for each of the Administrative Agent set forth and Lenders for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (ii) manage, supervise and otherwise deal with the Collateral, (iii) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (iv) except as may be otherwise specified in this Article. The any Loan Document, exercise all remedies given to Collateral Agent shall act as and the “collateral agent” other Lenders and Administrative Agent with respect to the Collateral, whether under the Loan Documents, applicable Law or otherwise and each of (v) execute any amendment, consent or waiver under the Lenders (including in its capacities as a Lender Counterparty Security Documents or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes other document to which the Collateral Agent is a party, subject to the required level of Lender approval, if applicable, in accordance with Section 8.2 of this Agreement; provided, however, that Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Collateral Agent, the agent of such Lender Lenders and such Issuing Bank the Administrative Agent for purposes of acquiringthe perfection of Liens with respect to any deposit account maintained by the Borrower with, holding and cash and cash equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing any and all such Liens on or otherwise to transfer the Collateral granted by any of the Loan Parties pursuant subject thereto to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed hereby agrees to hereby acknowledge and agree) that Collateral Agent may also act as take such further actions to the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debtextent, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect only to the Collateral extent, so authorized and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsdirected.

Appointment of Agents. Each of the Lenders Xxxxxxx Xxxxx, UBS Securities, CS Securities and RBC Capital Markets are hereby appointed as Arranger hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act on its behalf as Arranger in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Xxxxxxx Sachs to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx, UBS Securities, CS Securities and RBC Capital Markets are hereby appointed as Bookrunner hereunder, and each Lender hereby authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act as Bookrunner in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx, UBS Securities, CS Securities and RBC Capital Markets are hereby appointed Syndication Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act as Syndication 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 Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each Syndication Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of (i) Xxxxxxx Xxxxx, in its capacity as Arranger, Bookrunner and discretion as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, (ii) UBS Securities, in its capacity as “collateral agent” Arranger, Bookrunner and any co-agentsSyndication Agent, sub-agents (iii) CS Securities, in its capacity as Arranger, Bookrunner and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security DocumentsSyndication Agent, or for exercising any rights (iv) RBC Capital Markets, in its capacity as Arranger, Bookrunner and remedies thereunder at the direction of the Administrative Syndication Agent, shall have any obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsArranger, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (g) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders Citi is hereby appointed as Syndication Agent hereunder, and each Lender hereby authorizes Citi to act as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed as the Administrative Agent and, from and after the occurrence of a Springing Lien Trigger Event, Collateral Agent (in such capacity, the Issuing Banks “Collateral Agent”) hereunder and under the other Loan Documents and each Lender hereby irrevocably appoints authorizes Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents.. Truist Bank is hereby appointed as the Documentation Agent hereunder, and each Lender hereby authorizes Truist Bank to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 any Group Member. 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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX

Appointment of Agents. 2.01 The Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.05 below, the Bond Trustee) appoints: (a) The Bank of New York Mellon, London Branch, as its Issuing and Paying Agent, exchange agent and transfer agent; (b) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as its European Registrar; (c) BNY Trust Company of Canada, acting through its offices located at 0 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, as its Canadian Registrar; and (d) The Bank of New York Mellon at its specified office as its U.S. Registrar, U.S. paying agent, transfer agent and exchange agent; each for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto. 2.02 Each of the Lenders and each Agents accepts its appointment as agent of the Issuing Banks hereby irrevocably appoints Barclays Issuer and the Guarantor LP (and for the purposes only of sub-clause 2.05 below, the Bond Trustee) in relation to act on its behalf as the Administrative Agent Covered Bonds and Collateral Agent hereunder and under the Loan Documentsshall perform all matters expressed to be performed by it in, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereincomply with, the Collateral Agent shall have all the rights Conditions and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. Each of the Agents appointed hereunder shall use commercially reasonable efforts to perform its obligations hereunder, including the timely taking of action as required hereunder; provided, however, that each of the Agents shall not be liable for its failure to meet such deadlines, including, without limitation, with respect to Paying Agents deadlines for the payment of money to owners of the Covered Bonds, except such failure as shall result from its own negligence or willful misconduct. 2.03 In acting under this Agreement and in connection with the Covered Bonds, the Agents shall act solely as agent(s) of the Issuer and the Guarantor LP and will not assume any obligation or responsibility towards or relationship or agency or trust for or with any of the owners or holders of Covered Bonds or any other Loan Documentsthird party. 2.04 In relation to each issue of Eurosystem–eligible Covered Bonds, the Issuer and the Guarantor LP hereby authorise and instruct the Issuing and Paying Agent or the European Registrar, as the case may be, to elect Euroclear as Common Safekeeper. From time to time the Issuer, the Guarantor LP and the Issuing and Paying Agent or European Registrar may agree to vary this election. The Issuer and the Guarantor LP acknowledge that any such election is subject to the right of Euroclear and Clearstream to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Issuing and Paying Agent or the European Registrar in respect of any election made by it. (a) At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Issuer or the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP and the Agents, require the Agents to act as Agents of the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or on behalf of the Bond Trustee (save that the Bond Trustee’s liability under any provisions for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee in trust relating to the Covered Bonds, and as applicable in accordance with the Transaction Documents and the Guide, the relevant Series and available for such purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by the Agents in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Issuer require it (but not the Guarantor LP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Agents, and with effect from the issue of any such notice to the Issuer and until such notice is withdrawn, the Issuer shall make such payments to the Bond Trustee and this Agreement shall be deemed to be amended accordingly, mutatis mutandis. (b) At any time after a Guarantor LP Event of Default or Potential Guarantor LP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP, and the Agents, require the Agents to act as Agents of the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or on behalf of the Bond Trustee (save that the Bond Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee in trust relating to the Covered Bonds, and as applicable in accordance with the Transaction Documents and the Guide, the relevant Series and available for such purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by the Agent in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Guarantor LP require it to make all subsequent payments to be made by it under the Covered Bond Guarantee in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent and with effect from the issue of any such notice to the Guarantor LP and until such notice is withdrawn, the Guarantor LP shall make such payments to the Bond Trustee and this Agreement shall be deemed to be amended accordingly, mutatis mutandis. 2.06 Any Agent may, at any time, appoint a sub-agent or delegate by power of attorney or otherwise to any person for any period, all or any of the rights, powers and discretions vested in such Agent by this Agreement. The appointment or delegation shall be made on the same terms as this Agreement (including the power to sub-delegate) and, provided that it has exercised due care in the selection of such sub-agent, delegate or sub-delegate, such Agent shall not be bound to monitor, oversee or supervise, or be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any sub-agent, delegate or sub-delegate which is not an affiliate of The Bank of New York Mellon. 2.07 Each of the Agents is entitled to treat communications by Electronic Means in a form satisfactory to the Agent from a person purporting to be (and whom the Agent, acting reasonably, believes in good faith to be) an Authorised Person, as sufficient authority of the Issuer for the Agent to act and shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, any Authorised Person. In no event shall the Agents be liable for any Losses resulting from such reliance upon or compliance with such instructions or directions. The Agents shall be entitled to request and shall receive upon request an incumbency certificate from the Issuer in respect of such authorized representative of the Issuer in a form reasonably acceptable to the Agents. The Issuer agrees that the security procedures, if any, to be followed in connection with a transmission of any such notice, instructions or other communications, provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Issuer shall use all reasonable endeavours to ensure that instructions transmitted to the Agents pursuant to this Agreement are complete and correct. Any instructions shall be conclusively deemed to be valid instructions from the Issuer to the Agents for the purposes of this Agreement. 2.08 Each of the Agents represents, warrants and covenants as follows, and acknowledges that the Issuer, the Guarantor LP and the Bond Trustee are relying on such representations, warranties and covenants in entering into, and performing their obligations under, this Agreement: (a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (b) if regulated, it is in good standing by the applicable regulatory bodies; (c) it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Agreement; (d) it is in material compliance with all applicable laws, regulations and rules applicable to it and relevant to the execution, delivery and performance of this Agreement; and (e) it shall comply with, and perform its obligations under, the provisions of the Guide, and of the Transaction Documents to which it is a party, in each case applicable to it.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays JPMorgan Chase Bank, N.A. to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent (and, if applicable, in the case of any UK Security Documents, as trustee of the Liens constituted thereby) of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsSeattle Credit Agreement, the Other Term Loans, the Other Revolving Commitments, the Term Loan Exchange Notes, the Additional DebtTerm Notes, the Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness, the Refinancing Notes, Seattle Term Loans, the Seattle Revolving Commitments, the Seattle Term Loan Exchange Notes, the Seattle Additional Term Notes, the Seattle Unrestricted Additional Term Notes, Seattle Credit Agreement Refinancing Indebtedness and any Permitted the Seattle Refinancing Notes. The Administrative Agent and the Collateral Agent shall at all times be the same Person that is the “administrative agent” and the “collateral agent” under the Seattle Credit Agreement. Written notice of any resignation by the JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing. Without limiting Seattle Credit Agreement shall also constitute notice of resignation as the generality Administrative Agent and the Collateral Agent under this Agreement; removal of JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent pursuant to Section 8.06 of the foregoing, the Agents are hereby expressly authorized Seattle Credit Agreement shall also constitute removal under this Agreement; and appointment of an administrative agent and collateral agent pursuant to execute any and all documents (including releases) with respect to the Collateral and any rights Section 8.06 of the Secured Parties with respect thereto as contemplated by Seattle Credit Agreement shall also constitute appointment of a successor Administrative Agent and in accordance with the provisions of Collateral Agent under this Agreement and the other Loan DocumentsAgreement.

Appointment of Agents. Each of the Lenders GECC is hereby appointed as Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GECC to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of RBC Capital and DBSI is hereby appointed as Co-Documentation Agent hereunder, and each Lender hereby authorizes RBC Capital and DBSI to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 Holdings or any of its Subsidiaries. Each of the Syndication Agent and the Co-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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders Citigroup Global Markets, Inc. and CIBC World Markets plc is hereby appointed Lead Arranger hereunder, and each of the Issuing Banks Bank hereby irrevocably appoints Barclays authorizes each Lead Arranger to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Citigroup Global Markets, Inc. and CIBC World Markets plc are each hereby appointed Syndication Agents hereunder, and each Bank hereby authorizes each Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Citicorp North America, Inc. is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Administrative 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 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 Agent shall act solely as an agent of such Lender Banks and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Xerium or any of acquiringits Subsidiaries. Each Syndication Agent and Lead Arranger, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its respective rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers neither Citigroup Global Markets, Inc. and discretion CIBC World Markets plc, in their respective capacities as are reasonably incidental thereto. In this connectionSyndication Agents and Lead Arrangers, the Collateral Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders (a) GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GSCP to act on its behalf as 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 Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent GSCP to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by 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 Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together 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 such actions or for Company or any of its Subsidiaries. Each of Syndication Agent and powers 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 date hereof, neither GSCP, in its capacity as are reasonably incidental thereto. Unless otherwise specifically set forth hereinSyndication Agent, nor Documentation Agent, if any, in its capacity as Documentation Agent, if any, shall have any obligations but shall be entitled to all benefits of this Section 9. (b) Upon consultation with Borrower, the Collateral Administrative Agent shall have all the rights right to appoint, assign and benefits grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of the doubt, any Administrative Agent or Collateral Agents under this Credit Agreement or other agents with similar responsibilities or functions under this Credit Agreement), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder) and, in accordance there, such additional Agents and Co-Agents shall be deemed appointed in accordance with Section 9.1(a) hereof. Following such appointment, the provisions set forth in this Article. The Collateral Section 9 shall apply to such Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Co-Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth such Agent or Co-Agent were an “Agent” as referred to in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsSection 9.

Appointment of Agents. Each of the Lenders DBSI and GECC is hereby appointed as Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI and GECC to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. RBC Capital is hereby appointed as Documentation Agent hereunder, and each Lender hereby authorizes RBC Capital to act as Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 Holdings or any of its Subsidiaries. Each of the Co-Syndication Agents 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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Co-Syndication Agents nor the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders Barclays, Citigroup, Xxxxxxx Xxxxx, Macquarie, MLPFS and Xxxxxx Xxxxxxx is hereby appointed a Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Barclays, Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and Xxxxxx Xxxxxxx to act on its behalf as Bookrunners in accordance with the terms hereof and the other Credit Documents. Each of Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and Xxxxxx Xxxxxxx is hereby appointed a Syndication Agent and Bookrunner hereunder and each Lender hereby authorizes Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and Xxxxxx Xxxxxxx to act as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. Each of KeyBank and Royal Bank is hereby appointed a Documentation Agent hereunder, and each Lender hereby authorizes KeyBank and Royal Bank to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. Barclays is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by 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, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agents and Documentation Agents, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of Barclays, Citigroup, Xxxxxxx Sachs, Macquarie, MLPFS and discretion Xxxxxx Xxxxxxx, in their capacities as are reasonably incidental thereto. In this connection, the Collateral AgentSyndication Agents and Bookrunners, as “collateral agent” and applicable, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of this Section 9. As of the Closing Date, neither of KeyBank or Royal Bank, in their capacity as Documentation Agents shall have any obligations but shall be entitled to all provisions benefits of this ARTICLE VIII and Section 9.03 (as though such co-agents9. Each of any Syndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documentsany Documentation Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders Wachovia is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf as agent in accordance with the terms hereof and the other Credit Documents. CSFB 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. CSFB is hereby appointed Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of Antares and NCB is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each 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 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 such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent and each Co-Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion neither Wachovia, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, nor Antares or NCB, in their capacities as “collateral agent” and Co-Documentation Agents, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Anything herein to the contrary notwithstanding, none of this ARTICLE VIII the Lead Arranger, Book Runner, Syndication Agent and Section 9.03 Co-Documentation Agents listed on the cover page hereof shall have any powers (except, in the case of Lead Arranger, as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if expressly set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders herein), duties or responsibilities under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of this Agreement or any of the foregoing. Without limiting the generality of the foregoingother Credit Documents, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the except in its capacity, as applicable, as Administrative Agent, Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsAgent, a Lender or Issuing Bank hereunder.

Appointment of Agents. 3.1 The Company hereby appoints the Canadian Agents to act as its exclusive agents, and the Canadian Agents hereby accept such appointment, to effect the sale of the Offered Units at a price of $u per Offered Unit, on a commercially reasonable efforts basis, (a) to persons resident in the Qualifying Provinces, and (b) through the U.S. Agent, to or for the benefit or account of U.S. Persons or persons in the United States. The Agents agree to use their reasonable best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agents shall act as agents only and are under no obligation to purchase any of the Offered Units, although an Agent may subscribe for Offered Units, subject to applicable laws, if it so desires. Each of the Lenders and each Agents agrees to use commercially reasonable efforts to secure a distribution of the Issuing Banks hereby irrevocably appoints Barclays Offered Units that is broad enough to act on its behalf as permit the Administrative Agent and Collateral Agent hereunder and under Company to meet the Loan Documentsoriginal listing requirements of the TSX-V. 3.2 The Agents will have the right to form a sub-agency group including other qualified investment dealers (the “Sub-Agents”), and authorizes may determine the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated percentage fee payable to the Administrative Agent and Collateral Agent members of such group, which fee will be paid by the terms Agents out of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinAgency Fee. 3.3 For the purposes of this Section, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, Agents shall be entitled to assume that the benefits Offered Units are qualified for Distribution in any Jurisdiction where a receipt or similar document (including the Preliminary Receipt, Final Receipt and Supplemental Receipt issued by the OSC as principal regulator) for the applicable Prospectus shall have been obtained from the applicable regulatory authority following the filing of the Prospectuses. 3.4 The Agents shall give the Company reasonable notice of the United States jurisdictions in which they propose to offer and sell the Offered Units, and the Company shall fully and timely co-operate with the Agents and their counsel so as to prepare, execute and timely submit any and all filings which, in the view of the Agents, may be necessary in order to comply with the securities registration provisions of the U.S. Securities Act and applicable state laws. 3.5 Each of the Agents hereby severally, and not jointly, represents, warrants and covenants to the Company that: (a) it and each of its affiliates will and will use commercially reasonable efforts to cause any Sub-Agent utilized by the Agents for the purposes of this ARTICLE VIII Section 3 to distribute the Offered Units to the public in Canada and Section 9.03 (in the United States directly and through other appropriately registered investment dealers and brokers or authorized persons only as though such co-agents, subagents permitted by Applicable Securities Laws and attorneys-in-fact were upon the “collateral agent” under the Loan Documents) as if terms and conditions set forth in full herein with respect thereto. The Lenders acknowledge the Prospectuses and agree in this Agreement; (b) it and each Lender Counterparty shall be deemed of its affiliates will and will use commercially reasonable efforts to hereby acknowledge cause any Sub-Agent for the purposes of this Section 3 to, in each case, use its respective commercially reasonable efforts to solicit subscriptions for and agreeto offer the Offered Units for sale as agent of the Corporation and will do so in Canada and the United States only in compliance with all Applicable Securities Laws; (c) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debtit, and each such affiliate will not and will use commercially reasonable efforts to cause any Permitted Refinancing of Sub-Agent to not, in connection with the Offering, make any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) representation or warranty with respect to the Collateral Offered Units, except pursuant to the Prospectuses; (d) it, and each such affiliate will and will use commercially reasonable efforts to cause any Sub-Agent, to, in connection with the Offering, provide Purchasers with (i) the Preliminary U.S. Prospectus, the Final U.S. Prospectus and any rights Prospectus Amendment (in the case of U.S. Persons); and (ii) the Secured Parties with respect thereto as contemplated by Preliminary Canadian Prospectus, the Final Canadian Prospectus and the Canadian Supplemented Prospectus (in accordance with the provisions case of Purchasers resident in the Canadian Jurisdictions); (e) it has all necessary corporate authority to enter into this Agreement and complete the transactions to be completed by it under this Agreement on the terms and conditions set forth herein; and (f) it and each such affiliate as aforesaid is or will be duly qualified under Applicable Securities Laws in those Jurisdictions in which it, or its affiliates as aforesaid, will act as agent of the Corporation in connection with the Offering as to permit it to lawfully fulfil its obligations under this Agreement and will ensure that any Sub-Agent is so qualified. 3.6 An Agent will not be liable to the Company under this Section or Section 10 with respect to a default by any other Loan DocumentsAgent under this Section or Section 10 if the former Agent is not also in default. 3.7 The representations and warranties and covenants of the Agents contained in this Section 3 shall be true and correct as of the Closing Date with the same force and effect as if then made by the Agents.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays Credit Suisse AG, Cayman Islands Branch, to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving CommitmentsTerm Loan Exchange Notes, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. Each of the Lenders BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC is hereby appointed a Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC to act on its behalf as a Bookrunner in accordance with the terms hereof and the other Credit Documents. RBC is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent RBC to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. Except with respect to Section 9.7, the provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. As of the Lenders (including Closing Date, none of BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC, in its their capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiringBookrunners, holding and enforcing shall have any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders GECC is hereby appointed as Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GECC to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of CS Securities, DBSI and RBC Capital is hereby appointed as Co-Documentation Agent hereunder, and each Lender hereby authorizes CS Securities, DBSI and RBC Capital to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 Holdings or any of its Subsidiaries. Each of the Syndication Agent and the Co-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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders MLPFS and CGMI are hereby appointed as a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMI to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed as the Administrative Agent and the Collateral Agent hereunder and NY\6180200.13 under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Royal Bank is hereby appointed as the Documentation Agent hereunder, and each Lender hereby authorizes Royal Bank to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 any Group Member. Each 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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of the Lenders Lender (and each of Secured Affiliate and Cash Management Affiliate, by and through its affiliated Lender) and each Issuing Bank hereby designates The CIT Group/Business Credit, Inc. as Administrative Agent, and CIT Business Credit Canada Inc., as Canadian Administrative Agent, as herein specified and as specified in the other Financing Documents. Each Lender (and each Secured Affiliate and Cash Management Affiliate by and through its affiliated Lender) and each Issuing Banks Bank hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes each of the Administrative Agent and the Collateral Canadian Administrative Agent to take such actions action on its behalf under the provisions of this Agreement, the Notes, and the other Financing Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent and Collateral the Canadian Administrative Agent by the terms of the Loan Documents, together with hereof and thereof and such actions and other powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe CIT Group/Business Credit, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Inc. agrees to act as Administrative Agent hereunder, and CIT Business Credit Canada Inc. agrees to act as Canadian Administrative Agent, in each case on the agent express terms and conditions contained in this Article 9. Each of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Agents may perform any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-its duties hereunder by or through its agents, sub-agents and employees or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsfact, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits advice of counsel concerning all matters pertaining to such duties. The provisions of this ARTICLE VIII Article 9 are solely for the benefit of the Agents, and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsLenders, the Other Term LoansLender's Affiliates, the Other Revolving Commitments, Borrowers and the Additional Debt, and any Permitted Refinancing other Credit Parties shall have no rights as third party beneficiaries of any of the foregoingprovisions contained herein. Without limiting the generality of the foregoing, the Agents are hereby Except as expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and otherwise provided in accordance with the provisions of this Agreement and the other Loan Financing Documents, the Administrative Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which either of the Agents is entitled to take or assert under this Agreement and the other Financing Documents, including (a) the determination of the applicability of ineligibility criteria with respect to calculation of any portion of the US Borrowing Base or the Canadian Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.28, and (c) the exercise of remedies hereunder and under the other Financing Documents. Any action so taken or not taken shall be deemed to be consented to by the Lenders.

Appointment of Agents. Each (a) Xxxxxxx Xxxxx is hereby appointed Syndication Agent xxxxxxxxx, and each Lender hereby authorizes Xxxxxxx Xxxxx to act as Syndication Agent in accordance with the terms hereof and the other Transaction Documents. 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 Lenders Initial Credit Date, Xxxxxxx Xxxxx, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 10. The Syndication Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Borrower. (b) Xxxxxxx Xxxxx is xxxxxx appointed the Administrative Agent hereunder and under the other Transaction Documents and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Xxxxx to act on its behalf as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents. (c) State Street Bank and Trust Company is xxxxxx appointed the Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and other Transaction Documents to which the Collateral Agent is a party, and each Lender hereby authorizes it to take act as Collateral Agent in accordance with the terms hereof and thereof. Virtus Group, LP, is xxxxxx appointed the Collateral Administrator hereunder and under the other Transaction Documents to which the Collateral Administrator is a party, and each Lender hereby authorizes it to act as Collateral Administrator in accordance with the terms hereof and thereof. (d) Each Agent xxxxxx agrees to act in its capacity as such actions on upon the express provisions contained herein and the other Transaction Documents to which it is a party, as applicable. The provisions of this Section 10 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 of this Section 10. In performing its behalf functions and duties hereunder, each Agent shall act solely as an agent of Xxxxxxx and does not assume and shall not be deemed to exercise such powers as are delegated have assumed any obligation towards or relationship of agency or trust with or for any Credit Party. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Transaction Document or otherwise exist against any Agent. It is understood and agreed that the use of the term “agent” herein or in any Transaction Documents (or any other similar term) with reference to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionAgent, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral Custodian, the Collateral Administrator or the Accounts Securities Intermediary is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any portion thereof) applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements, powers and rights granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Agents in the Transaction Documents shall not be construed as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsduties.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingTerm Loan Exchange Notes, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Additional Term Notes, the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement Unrestricted Additional Term Notes and the other Loan DocumentsRefinancing Notes.

Appointment of Agents. (a) Each of the Lenders and each of the Issuing Banks Lender hereby irrevocably appoints Barclays to act on its behalf KeyBank as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Loan Documents as are delegated to Credit Agreement the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty hereof or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligationsthereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the Loan Documents (including, without limitation, enforcement or collection of the Promissory Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of the Promissory Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, the Loan Documents or applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrowers pursuant to the terms of this Agreement. (b) Each Lender hereby appoints BOA as the Collateral Agent on the following terms: (1) Each Lender hereby authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Loan Documents as are delegated to the Collateral Agent by the terms hereof or thereof, together with such powers and discretion as are reasonably incidental thereto. (2) The Collateral Agent shall be named as the secured party holding the Lenders' security interests in the Collateral as security for the Obligations. (3) The following rules and procedures shall apply to Collateral inspections by the Collateral Agent: (A) In this connectionthe absence of an Inspection Increase Event and, after any Inspection Increase Event, following the occurrence of a corresponding Inspection Reinstatement Event: (i) The Collateral Agent will complete an inspection of the Eligible New Inventory and the Eligible Used Inventory every other month. (ii) During each inspection, the Collateral AgentAgent will inspect Units having an aggregate value on the Borrowers' books at least equal to fifteen percent (15%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory described in the most recent Borrowing Base Certificate. (iii) At least once during each rolling twelve-month period, the Collateral Agent will inspect all Eligible New Inventory and Eligible Used Inventory at each location at which Eligible New Inventory and Eligible Used Inventory are located. Credit Agreement (B) After the occurrence of an Inspection Increase Event and prior to the occurrence of a corresponding Inspection Reinstatement Event: (i) The Collateral Agent will complete an inspection of the Eligible New Inventory and the Eligible Used Inventory every month. (ii) During each inspection, the Collateral Agent will inspect Units having an aggregate value on the Borrowers' books at least equal to fifty percent (50%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory described in the most recent Borrowing Base Certificate. (iii) At least once during each rolling six-month period, the Collateral Agent will inspect all Eligible New Inventory and Eligible Used Inventory at each location at which Eligible New Inventory and Eligible Used Inventory are located. (C) In connection with all inspections of Eligible New Inventory and Eligible Used Inventory contemplated by this Section 8.01(b)(3): (i) The source document for the inspection of Eligible New Inventory and Eligible Used Inventory will be the documentation provided by the Borrower with its Borrowing Base Certificate for the inspection month. (ii) Once an inspection is completed and reconciled, the Collateral variance will be calculated and the Lenders and Borrowers will be notified of the variance amount. The variance amount will be calculated using the total dollars reported. The standard time to be used for the removal of items from the Borrowing Base will be two (2) Business Days after the sale date. Any downward variance amount of more than three percent (3%) (with such percentage to be rounded to the nearest tenth of one percent) (a "Material Variance") shall be applied to the total collateral value for all types of Collateral shown by the current Borrowing Base Certificate and all Borrowing Base Certificiates submitted prior to the time when a new variance is calculated at the next inspection of Eligible New Inventory and Eligible Used Inventory (a "Variance Adjustment"). (iii) Any of Borrowers' locations found to have a downward Collateral variance of more than five percent (5%) will be re-inspected within the next thirty (30) days. If a Material Variance would not have occurred but for a single location of the Borrowers found to have a downward Collateral variance of more than five percent (5%), and the variance for that location is found to be three percent (3%) or less upon re-inspection, then the Variance Adjustment resulting from the Material Variance shall terminate immediately. Credit Agreement (D) The Collateral Agent will not conduct any routine inspection or inventory of Eligible Parts Inventory. If at any time the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon shall be equal to or greater than one hundred percent (100%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory, as “collateral agent” reflected on the most recent Borrowing Base Certificate, the Collateral Agent may, at the request of the Required Lenders and at the Borrowers' expense, engage a third-party inventory company to test (by statistical sampling or otherwise) the Borrowers' Eligible Parts Inventory described in such Borrowing Base Certificate. (E) The Collateral Agent will not conduct any coroutine confirmation or inspection of Contracts in Transit. If at any time the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon shall be equal to or greater than one hundred percent (100%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory, as reflected on the most recent Borrowing Base Certificate, the Collateral Agent may, at the request of the Required Lenders and at the Borrowers' expense, engage a third-agentsparty auditor to confirm or inspect (by statistical sampling or otherwise) the Borrowers' Contracts in Transit described in such Borrowing Base Certificate. (4) The Collateral Agent will visit the Company's headquarters from time to time to conduct a Field Audit with a view toward assuring that the Company's representations in the Borrowing Base Certificates are reasonable and are presented using numbers derived in accordance with GAAP. Such Field Audit may include or consist entirely of sampling of invoices representing inventory purchases and Accounts. The frequency of such Field Audits shall be as follows: (A) If any two successive monthly Borrowing Base Certificates shall reveal that the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon shall equal or exceed ninety percent (90%) of the aggregate amount included in the Borrowing Base in respect of Eligible New Inventory and Eligible Used Inventory, subsuch Field Audits shall be conducted on a quarterly basis until such time as any two successive monthly Borrowing Base Certificates shall reveal that the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon shall equal less than ninety percent (90%) of the aggregate amount included in the Borrowing Base in respect of Eligible New Inventory and Eligible Used Inventory. (B) If any two successive monthly Borrowing Base Certificates shall reveal that the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon shall be less than ninety percent (90%) of the aggregate amount included in the Borrowing Base in respect of Eligible New Inventory and Eligible Used Inventory but shall equal or exceed eighty percent (80%) of the aggregate amount included in the Borrowing Base in respect of Eligible New Inventory and Eligible Used Inventory, such Field Audits shall be conducted on a semi-agents annual basis until such time as any two successive monthly Borrowing Base Certificates shall reveal Credit Agreement that the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon shall equal less than eighty percent (80%) of the aggregate amount included in the Borrowing Base in respect of Eligible New Inventory and attorneys-in-fact appointed Eligible Used Inventory. (C) In all cases not described in Section 8.01(b)(4)(A) or Section 8.01(b)(4)(B) above, such Field Audits shall be conducted every twelve (12) months after the preceding Field Audit. (5) As to any matters not expressly provided for by this Agreement or the Loan Documents (including, without limitation, enforcement or collection of the Promissory Notes), the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of the Promissory Notes; provided, however, that the Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement, the Loan Documents or applicable Law. The Collateral Agent agrees to give to each Lender prompt notice of each notice given to it by the Administrative Agent Borrowers pursuant to Section 8.05 for purposes the terms of holding or enforcing this Agreement. (6) The Collateral Agent will communicate the results of the foregoing reviews to the Lenders within fifteen (15) Business Days of the conclusion of the related field work. (7) From time to time at the request of the Required Lenders made in the exercise of their reasonable discretion, but not more than once in any Lien on twelve (12) month period in the absence of a material Default, the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder Agent shall obtain at the direction Borrowers' expense such UCC, tax lien, and judgment searches as the Required Lenders have requested. (c) Each Lender hereby appoints BOA as the Documentation Agent and authorizes the Documentation Agent to take such action as agent on its behalf and to exercise such power and discretion under this Agreement and the Loan Documents as are delegated to the Documentation Agent by the terms hereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the Loan Documents (including, without limitation, enforcement or collection of the Administrative AgentPromissory Notes), the Documentation Agent shall not be required to exercise any discretion or take any action, but shall be entitled required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of the Promissory Notes; provided, however, that the Documentation Agent shall not be required to take any action that exposes the Documentation Agent to personal liability or that is contrary to this Agreement, the Loan Documents or applicable Law. The Documentation Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrowers pursuant to the benefits of all provisions terms of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretoAgreement. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of Notwithstanding the foregoing, the Agents are hereby expressly authorized to execute any Documentation Agent shall have no further Credit Agreement duties and all documents (including releases) with respect to shall perform no other services after the Collateral and any rights closing of the Secured Parties with respect thereto as transactions contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsAgreement.

Appointment of Agents. Each Lender and Risk Participant (and each Secured Affiliate and Cash Management Affiliate, by and through its affiliated Lender or Risk Participant), and each Issuing Bank, hereby designates Bank of America as Administrative Agent and Bank of America - Canada Branch as Canadian Administrative Agent, as herein specified and as specified in the Lenders other Financing Documents. Each Lender and Risk Participant (and each Secured Affiliate and Cash Management Affiliate by and through its affiliated Lender or Risk Participant), and each Issuing Bank, hereby irrevocably authorizes each of the Issuing Banks hereby irrevocably appoints Barclays respective Agents to act take such action on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsprovisions of this Agreement, the Notes, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf other Financing Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent and Collateral Agent respective Agents by the terms of the Loan Documents, together with hereof and thereof and such actions and other powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits Bank of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent America agrees to act as Administrative Agent hereunder and Bank of America - Canada Branch agrees to act as Canadian Administrative Agent hereunder, in each case on the agent express terms and conditions contained in this Article 9. Each of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Agents may perform any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-its duties hereunder by or through its agents, sub-agents and employees or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsfact, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits advice of counsel concerning all matters pertaining to such duties. The provisions of this ARTICLE VIII Article 9 are solely for the benefit of the Agents, the Lenders, the Risk Participants and Section 9.03 (as though such co-agents, subagents the Lenders' and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretoRisk Participant's Affiliates. The Lenders acknowledge Borrowers and agree (and each Lender Counterparty the other Credit Parties shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act have no rights as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing third party beneficiaries of any of the foregoingprovisions contained herein. Without limiting the generality of the foregoing, the Agents are hereby Except as expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and otherwise provided in accordance with the provisions of this Agreement and the other Loan Financing Documents, the Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which any of the Agents is entitled to take or assert under this Agreement and the other Financing Documents, including the determination of the applicability of ineligibility criteria with respect to calculation of any portion of the US Borrowing Base or the Canadian Borrowing Base, the making of Agent Advances pursuant to Section 2.28, and the exercise of remedies hereunder and under the other Financing Documents. Any action so taken or not taken shall be deemed to be consented to by the Lenders and Risk Participants.

Appointment of Agents. Each of the Lenders Citi is hereby appointed as Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Citi to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed as the Administrative Agent and and, during any Springing Lien Period, Collateral Agent (in such capacity, the “Collateral Agent”) hereunder and under the other Loan Documents, Documents and each Lender hereby authorizes Barclays to act as the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents.. BofA is hereby appointed as the Documentation Agent hereunder, together with JPMorgan, RBC, Truist, Citizens Bank, MUFG Bank, US Bank and Xxxxx Fargo Bank and each Lender hereby authorizes BofA, JPMorgan, RBC, Truist, Citizens Bank, MUFG Bank, US Bank and Xxxxx Fargo Bank to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 any Group Member. The Syndication Agent and the 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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX

Appointment of Agents. Each of the Lenders GSLP, Xxxxxx Xxxxxxx and Jefferies are hereby appointed Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GSLP, Xxxxxx Xxxxxxx and Jefferies to act on its behalf as Syndication Agents in accordance with the terms hereof and the other Credit Documents. GSLP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent GSLP to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and of the Loan other Credit Documents. Each of Bank of America, DnB, Suntrust and Bank of Nova Scotia is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes each of Bank of America, DnB, Suntrust and Bank of Nova Scotia to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, together with such actions as applicable. The provisions of this Section 9 are solely for the benefit of Agents and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent Lenders and no Credit Party shall have all the any rights and benefits as a third party beneficiary of any of the Administrative Agent set forth in this Articleprovisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Parent, Borrower or any of acquiringtheir respective Subsidiaries. Each Syndication Agent and the Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder (in its capacity as a Syndication Agent or Documentation Agent, respectively) to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion none of GSLP, Xxxxxx Xxxxxxx or Jefferies, in their respective capacities as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, and none of Bank of America, DnB, Suntrust and Bank of Nova Scotia, in their respective capacities as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Documentation Agent, shall have any obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsthe Syndication Agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Documentation Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any Agent described in clause (e) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. JPMCB is hereby appointed as Syndication Agent, and each Lender and Issuing Bank hereby authorizes the Syndication Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. Crédit Agricole is hereby appointed as Documentation Agent, and each Lender and Issuing Bank hereby authorizes the Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of the Lenders and each the Issuing Bank and, by their acceptance of the Issuing Banks benefits hereof and the other Credit Documents, the other Secured Parties, hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and authorizes the Administrative Agent and the Collateral Agent Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent Agent, as applicable by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe provisions of this Section 9 are solely for the benefit of Administrative Agent, Collateral Agent, the Collateral Agent Lenders and the Issuing Banks, and neither Company nor any other Credit Party shall have all rights as a third party beneficiary of any of such provisions. It is understood and agreed that the rights and benefits use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to Administrative Agent set forth in this Articleor Collateral Agent, as applicable, is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Collateral Agent shall act as Syndication Agents and the “collateral agent” under the Loan DocumentsDocumentation Agents, without consent of or notice to any party hereto, may assign any and each all of its rights or obligations hereunder to any of its Affiliates. As of the Lenders (including 2014 Repricing and Extension Date, JPMCB, in its capacity as Syndication Agent and Crédit Agricole, in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Documentation Agent, as “collateral agent” and shall not have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC is hereby appointed a Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC to act on its behalf as a Bookrunner in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent HSBC USA to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. Except with respect to Section 9.7, the provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. As of the Lenders (including Closing Date, none of BMO, BNS, HSBC Canada, Natixis Securities, RBCCM and SMBC, in its their capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiringBookrunners, holding and enforcing shall have any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each of the Lenders (a) Wachovia Securities and GSCP are hereby appointed Joint Lead Arrangers and Joint Bookrunners, hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes, each such Joint Lead Arranger and Joint Bookrunner to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. 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. Wachovia is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan 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. 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 authorizes Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Administrative 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 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 Collateral Closing Date, neither Wachovia Securities in its capacity as a Joint Lead Arranger and Joint Bookrunner, nor GSCP in its capacity as a Joint Lead Arranger, Joint Bookrunner and Syndication Agent shall have any obligations but shall be entitled to all benefits of this Section 9. (b) Without prejudice to the foregoing, each Secured Party hereby irrevocably designates and appoints the Canadian Agent as the person holding the power of attorney (fondé de pouvoir) of the Canadian Secured Parties as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take such actions and to hold on its behalf their behalf, and for their benefit, a deed of hypothec (“Deed of Hypothec”) to be executed by any of the Credit Parties granting a Lien on any Collateral located in the Province of Quebec and to exercise such powers and duties which are conferred thereupon under such deed. Each Secured Party hereby additionally irrevocably designates and appoints the Canadian Agent as are delegated to the Administrative Agent agent, mandatary, custodian and Collateral Agent by the terms depositary for and on behalf of the Loan Documents, together with such actions Canadian Secured Parties (i) to hold and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinto be the sole registered holder of any bond (“Bond”) issued under the Deed of Hypothec, the Collateral Agent shall have all the rights and benefits whole notwithstanding Section 32 of the Administrative Agent set forth in this Article. The Collateral Agent shall act as Act respecting the Special Powers of Legal Persons (Quebec) or any other requirement of law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a bond pledge agreement (“collateral agent” Pledge”) to be executed by such Credit Party under the Loan Documents, and each laws of the Lenders (including in its capacities Province of Quebec and creating a Lien on the Bond as a Lender Counterparty or potential Lender Counterparty) security for the payment and each of performance of, inter alia, the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Canadian Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionrespect, (a) the Collateral AgentCanadian Agent as agent, as “collateral agent” mandatary, custodian and any co-agentsdepositary for and on behalf of the Canadian Secured Parties, sub-agents shall keep a record indicating the names and attorneys-in-fact appointed addresses of, and the pro rata portion of the obligations and indebtedness secured by the Administrative Agent pursuant Pledge, owing to Section 8.05 each Canadian Secured Party for purposes and on behalf of holding or enforcing any Lien on whom the Collateral Bond is so held from time to time, and (or any portion thereofb) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall each Canadian Secured Party will be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” any Collateral charged under the Loan Documents) as if set forth Deed of Hypothec and the Pledge and will participate in full herein with respect theretothe proceeds of realization of any such Collateral. The Lenders acknowledge Canadian Agent, in such aforesaid capacities shall (x) have the sole and agree (exclusive right and each Lender Counterparty shall authority to exercise, except as may be deemed otherwise specifically restricted by the terms hereof, all rights and remedies given to hereby acknowledge and agree) that Collateral the Canadian Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral charged under the Deed of Hypothec and Pledge, any rights other requirement of law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to the Canadian Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsParties.

Appointment of Agents. Each In order to expedite the transactions contemplated by this Agreement, Xxxxxxx Xxxxx Xxxxxx Inc. is hereby appointed to act as Arranger, Citibank, N.A., is hereby appointed to act as Administrative Agent, Collateral Agent on behalf of the Lenders and each of the Issuing Banks Bank, Bankers Trust Company is hereby irrevocably appoints Barclays appointed to act on its behalf as Syndication Agent and Wachovia Bank, N.A., is hereby appointed to act as Documentation Agent (for purposes of this Article VIII, the Arranger, the Collateral Agent, the Administrative Agent and Collateral Agent hereunder and under Agent, the Loan Documents, and authorizes the Administrative Syndication Agent and the Collateral Documentation Agent are referred to collectively as the "AGENTS"). Each of the Lenders, each assignee of any such Lender and the Issuing Bank hereby irrevocably authorizes the Agents to take such actions on its behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to the Administrative Agent and Collateral Agent Agents by the terms and provisions hereof and of the Loan other Credit Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe Administrative Agent is hereby expressly authorized by the Lenders and the Issuing Bank, the Collateral Agent shall have all the rights and benefits without hereby limiting any implied authority, (a) to receive on behalf of the Administrative Agent set forth Lenders, any assignees of the Lenders and the Issuing Bank all payments of principal of and interest on the Loans, all payments in this Article. The Collateral Agent shall act as respect of L/C Disbursements and all other amounts due to the “collateral agent” under the Loan DocumentsLenders hereunder, and promptly to distribute to each Lender, each assignee of any such Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints Bank to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and authorizes (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Borrower pursuant to this Agreement or the Security other Credit Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed received by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction Agent. It is expressly understood that none of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsArranger, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement Syndication Agent and the other Loan DocumentsDocumentation Agent shall have any duties or responsibilities under this Agreement.

Appointment of Agents. (a) Each of the Lenders and each of the Issuing Banks Lender hereby irrevocably appoints Barclays TSL to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes TSL, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation, to perform, exercise and enforce any and all other rights and remedies of the Lenders with respect to the Loan Parties, the Obligations or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (b) Each Lender hereby appoints TSL to act on its behalf as the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes TSL, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation, to make loans and authorizes Protective Advances, for such Agent or on behalf of the Administrative Agent and the Collateral Agent to take such actions on its behalf applicable Lenders as provided in this Agreement or any other Loan Document and to perform, exercise such powers as are delegated and enforce any and all other rights and remedies of the Lenders with respect to the Administrative Loan Parties, the Obligations or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and Collateral remedies specifically authorized to be exercised by such Agent by the terms of the this Agreement or any other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Parties. (c) Each Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent agrees to act as upon the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full express conditions contained herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents, as applicable. The provisions of this Article IX are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof. It is understood and agreed that the use of the term "agent" herein or in any other Loan Documents (or any other similar term) with reference to each Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Requirement of Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment of Agents. Each (a) Xxxxxxx Xxxxx is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Xxxxxxx Sachs to act as Syndication Agent in accordance with the terms hereof and the other Transaction Documents. 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 Lenders Closing Date, Xxxxxxx Xxxxx, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 10. The Syndication Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Borrower. (b) Xxxxxxx Sachs is hereby appointed the Administrative Agent hereunder and under the other Transaction Documents and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Xxxxxxx Xxxxx to act on its behalf as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents. (c) State Street Bank and Trust Company is hereby appointed the Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and other Transaction Documents to which the Collateral Agent is a party, and each Lender hereby authorizes it to take act as Collateral Agent in accordance with the terms hereof and thereof. (d) Each Agent hereby agrees to act in its capacity as such actions on upon the express provisions contained herein and the other Transaction Documents to which it is a party, as applicable. The provisions of this Section 10 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 of this Section 10. In performing its behalf functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to exercise such powers as are delegated have assumed any obligation towards or relationship of agency or trust with or for any Credit Party. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Transaction Document or otherwise exist against any Agent. It is understood and agreed that the use of the term “agent” herein or in any Transaction Documents (or any other similar term) with reference to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionAgent, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral Administrator, the Collateral Custodian or the Accounts Securities Intermediary is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any portion thereof) applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements, powers and rights granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Agents in the Transaction Documents shall not be construed as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsduties.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Canadian Administrative Agent as its agents and authorizes each such Agent to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Canadian Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the US Collateral Agent and the Canadian Collateral Agent as its agents and authorizes each such Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the US Collateral Agent and the Canadian Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, The Export-Related Lender hereby irrevocably appoints the US Collateral Agent shall have all and its agent and authorizes the rights and benefits US Collateral Agent to take such actions on its behalf, including execution of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, and each of to exercise such powers as are delegated to the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the US Collateral Agent to act as by the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any terms of the Loan Parties pursuant to Documents and the Security Documents to secure any of the ObligationsExport-Related Financing Documents, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection, Any bank serving as an Agent hereunder shall have the Collateral same rights and powers in its capacity as a Lender (or the Export-Related Lender) as any other Lender (or the Export-Related Lender) and may exercise the same as though it were not an Agent, as “collateral agent” and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any co-agents, sub-agents and attorneys-in-fact appointed by kind of business with the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (Loan Parties or any portion thereof) granted under the Security Documents, Subsidiary of a Loan Party or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) other Affiliate thereof as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral it were not an Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentshereunder.

Appointment of Agents. (a) Each of the Lenders and each of the Issuing Banks hereby Lender irrevocably appoints Barclays to act on its behalf SunTrust Bank as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and as the Collateral Agent and authorizes each to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by Agent, respectively, under this Agreement and the terms of the other Loan Documents, together with all such actions and powers as that are reasonably incidental thereto. Unless otherwise specifically set forth herein, The Administrative Agent and the Collateral Agent shall have all the rights and benefits may perform any of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” their duties hereunder or under the other Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty Documents by or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing through any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, one or more sub-agents and or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the either. The Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII Collateral Agent and Section 9.03 (as though any such cosub-agents, subagents and attorneysagent or attorney-in-fact were the “collateral agent” under the Loan Documents) as if may perform any and all of their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions set forth in full this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent or the Collateral Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and the Collateral Agent. (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto. The Lenders acknowledge ; provided, that the Issuing Bank shall have all the benefits and agree immunities (i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and each Lender Counterparty shall be deemed the application and agreements for letters of credit pertaining to hereby acknowledge the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article included the Issuing Bank with respect to such acts or omissions and agree(ii) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) additionally provided in this Agreement with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsIssuing Bank.

Appointment of Agents. (a) Each of the Lenders and each of the Lender (in its capacities as Lender and/or an Issuing Banks Bank (if applicable), hereby irrevocably appoints Barclays SunTrust to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsother Credit Documents for the benefit of the Secured Parties. 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 authorizes does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any of its Subsidiaries (other than to the Administrative Agent limited extent expressly set forth in the final sentence of Section 2.06(b)). As of the Closing Date, the Lead Arranger shall not have any obligations but shall be entitled to all the benefits of this Section 9. (b) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the Collateral Agent to take documents associated therewith; provided that such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent Issuing Bank shall have all the rights and benefits of the benefits and immunities (i) provided to the Agents in this Section 9 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Section 9 and in the definition of “Related Party” included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such Issuing Bank. (c) Administrative Agent set forth in this Article. The Collateral Agent shall also act as the “collateral agent” under the Loan Credit Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Cash Management Bank and Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Credit Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 9.11 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder or under any intercreditor agreement at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 9 (including Section 9.06, as though such co-agents, subagents sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Credit Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of the Lenders MLPFS and CGMI are hereby appointed a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMI to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of CS Securities and Royal Bank is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of CS Securities and Royal Bank to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 any Group Member. Each 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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of the Lenders (a) KeyBank is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes KeyBank to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Credit Documents. CIT Healthcare is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent CIT Healthcare to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by 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 Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together 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 such actions or for Holdings or any of its Subsidiaries. Each of Syndication Agent and powers 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. Neither KeyBank, in its capacity as are reasonably incidental thereto. Unless otherwise specifically set forth hereinSyndication Agent, nor General Electric Capital Corporation, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9. (b) Upon consultation with Borrower, the Collateral Administrative Agent shall have all the rights right to appoint, assign and benefits grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of the doubt, any Administrative Agent or Collateral Agents under this Credit Agreement or other agents with similar responsibilities or functions under this Credit Agreement), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder) and, in accordance there, such additional Agents and Co-Agents shall be deemed appointed in accordance with Section 9.1(a) hereof. Following such appointment, the provisions set forth in this Article. The Collateral Section 9 shall apply to such Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Co-Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth such Agent or Co-Agent were an “Agent” as referred to in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsSection 9.

Appointment of Agents. Each of the Lenders Lender and each of the Issuing Banks L/C Issuer hereby irrevocably appoints Barclays GE Capital (together with any successor Administrative Agent pursuant to act on its behalf Section 9.09) as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent to (i) execute and deliver the Collateral Agent to Loan Documents and accept delivery thereof on its behalf from any Loan Party, (ii) take such actions action on its behalf and to exercise such all rights, powers and remedies and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents and Collateral Agent by the terms of the Loan Documents, together with (iii) exercise such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor Agent pursuant to Section 9.09) as a Co-Collateral Agent shall have hereunder and authorizes such Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the rights and benefits of the Administrative Agent set forth in this Article. The duties as are expressly delegated to such Co-Collateral Agent shall act as the “collateral agent” under the such Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterpartyii) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with exercise such powers and discretion as are reasonably incidental thereto. In this connectionEach Lender and each L/C Issuer hereby appoints Bank of America as a Co-Collateral Agent hereunder and authorizes such Co-Collateral Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to such Co-Collateral Agent under such Loan Documents and (ii) exercise such powers as are reasonably incidental thereto. Each Lender and each L/C Issuer hereby appoints RBS as Syndication Agent hereunder and authorizes such Syndication Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to such Syndication Agent under such Loan Documents and (ii) exercise such powers as are reasonably incidental thereto. As of the Closing Date, RBS, in its capacity as the Syndication Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (shall have no obligations under this Agreement or any portion thereof) granted under the Security Documentsother Loan Document, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsArticle IX.

Appointment of Agents. Each (a) Guggenheim is hereby appointed Administrative Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Guggenheim, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent or on behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and each to perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Loan Parties, S/B Parent, Global Parent and Liberty Top Parent, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the Issuing Banks rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties, S/B Parent, Global Parent or Liberty Top Parent. (b) Guggenheim is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and appointed Collateral Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Guggenheim, in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral other Loan Documents, including, without limitation, to make loans and Protective Advances, for such Agent to take such actions or on its behalf of the applicable Lenders as provided in this Agreement or any other Loan Document and to exercise such powers as are delegated perform, exercise, and enforce any and all other rights and remedies of Lenders with respect to the Administrative Loan Parties, S/B Parent, Global Parent and Liberty Top Parent, the Obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and Collateral remedies specifically authorized to be exercised by such Agent by the terms of the this Agreement or any other Loan DocumentsParties, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinS/B Parent, the Collateral Global Parent or Liberty Top Parent. (c) Each Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent agrees to act as upon the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full express conditions contained herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents, as applicable. The provisions of this Article IX are solely for the benefit of Agents and Lenders, and neither any Loan Party, S/B Parent, nor Global Parent nor Liberty Top Parent 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, Holdings or any of its Subsidiaries.

Appointment of Agents. Each Bank of America, N.A. is hereby appointed the Lenders Syndication Agent hereunder, and each Lender hereby authorizes Bank of the Issuing Banks hereby irrevocably appoints Barclays America, N.A. to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Barclays Bank to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Regions Bank, SunTrust Bank and U.S. Bank National Association are hereby appointed the Documentation Agents hereunder, and each Lender hereby authorizes Regions Bank and U.S. Bank National Association to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). 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 the Company or any of its Subsidiaries. Each of the Syndication Agent and the 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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays GE Capital is appointed to act on its behalf of all Lenders and all Term Loan C Lenders as 'Administrative Agent' and as 'Collateral Agent' under this Agreement and the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent . GE Capital is appointed to act on behalf of all Revolving Lenders as 'Revolver Agent' under this Agreement and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the other Loan Documents, together with such actions . Xxxxxx Xxxxxxx is appointed to act on behalf of all Term Loan A Lenders as 'Term Loan A Agent' under this Agreement and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent . Xxxxxx Xxxxxxx is appointed to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits behalf of all provisions of Term Loan B Lenders as "Term Loan B Agent" under this ARTICLE VIII Agreement and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the other Loan Documents) . Xxxxxx Xxxxxxx is hereby appointed to act on behalf of all Term Loan C Lenders as if set forth in full herein with respect thereto. The Lenders acknowledge "Term Loan C Agent" under this Agreement and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien other Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, as of the Closing Date, each Lender authorized and authorizes Agents are hereby expressly authorized to execute any and all documents (including releases) with respect consent, on behalf of each Lender, to an Interim Order substantially in the form attached as Exhibit A-1, to the Collateral Canadian Interim Order, to the Final Order and to the Canadian Final Order negotiated among Borrowers, Agents and the Committee. In addition, each Lender and each Term Loan C Lender hereby authorizes Agents to consent on its behalf to the Term Loan C Bankruptcy Court Order and to an order in substantially the form required for the Canadian court to recognize the Fifth Amendment and the Term Loan C. The provisions of this Section 9.2 are solely for the benefit of Agents, Lenders and Term Loan C Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the Secured Parties with respect thereto as contemplated by provisions hereof. In performing its functions and in accordance with the provisions of duties under this Agreement and the other Loan Documents, each Agent shall act solely as an agent of the Lenders or the Term Loan C Lenders, as applicable, and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. No Agent shall have duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of each Agent shall be mechanical and administrative in nature and no Agent shall have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender or Term Loan C Lender. Except as expressly set forth in this Agreement and the other Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained from any Agent or any of its Affiliates in any capacity. No Agent, no Affiliate of any Agent and none of their respective officers, directors, employees, agents or representatives shall be liable to any Lender or any Term Loan C Lender for any action taken or omitted to be taken by any Agent, any Affiliate of an Agent or any other Person under this Credit Agreement or any other Loan Document or in connection therewith, except for damages caused by such Agent's or such Person's own gross negligence or willful misconduct. If any Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders, Requisite Term Loan C Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then each Agent, as the case may be, shall be entitled to take such act or action or refrain from such act or taking such action unless and until Administrative Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders, Requisite Term Loan C Lenders or all affected Lenders, as the case may be, and no Agent shall incur liability to any Person by reason of taking or refraining from such act or action. Each Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of such Agent, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of such Agent, expose such Agent to Environmental Liabilities or (c) if such Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender or Term Loan C Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders, Requisite Term Loan C Lenders or all affected Lenders, as applicable." (d) Section 9.3 of the Credit Agreement is hereby amended to add "or any Term Loan C Lender" after "any Lender" in each instance in which the term "any Lender" appears in such Section 9.3.

Appointment of Agents. (a) Each of the Lenders and each of the Lender (in its capacities as Lender and/or an Issuing Banks Bank (if applicable), hereby irrevocably appoints Barclays Truist to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsother Credit Documents for the benefit of the Secured Parties. 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 Xxxxxxx and authorizes does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any of its Subsidiaries (other than to the Administrative Agent limited extent expressly set forth in the final sentence of Section 2.06(b)). As of the Closing Date, the Lead Arranger shall not have any obligations but shall be entitled to all the benefits of this Section 9. (b) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the Collateral Agent to take documents associated therewith; provided that such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent Issuing Bank shall have all the rights and benefits of the benefits and immunities (i) provided to the Agents in this Section 9 with respect to any acts NAI-1537241654v2 taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Section 9 and in the definition of “Related Party” included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such Issuing Bank. (c) Administrative Agent set forth in this Article. The Collateral Agent shall also act as the “collateral agent” under the Loan Credit Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Cash Management Bank and Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Credit Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 9.11 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder or under any intercreditor agreement at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 9 (including Section 9.06, as though such co-agents, subagents sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Credit Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. GSCP and CGMI are hereby appointed Joint Lead Arrangers hereunder, and each Lender hereby authorizes Joint Lead Arrangers to act as its agents in accordance with the terms hereof and the other Credit Documents. Citicorp is hereby appointed General Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the General Administrative Agent and Collateral Agent by to act as its agent in accordance with the terms hereof and the other Credit Documents (including through powers of the Loan Documents, together attorney with such respect actions and powers as are reasonably incidental theretoin foreign jurisdictions) . Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Citi International is hereby appointed European Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” hereunder and under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral European Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of Bank One, ING and NCB is hereby appointed a Documentation Agent hereunder, and each Lender hereby authorizes each 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 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 such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent and each Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion neither GSCP, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Joint Lead Arranger or Syndication Agent, nor CGMI, in its capacity as “collateral agent” and any co-agentsJoint Lead Arranger nor Bank One, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding ING or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security DocumentsNCB, or for exercising any rights and remedies thereunder at the direction of the Administrative in their respective 122 capacities as a Documentation Agent, shall have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Arranger and each of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Syndication Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentshereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) hereby authorizes Arranger and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Syndication Agent to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions terms of this Agreement and the other Loan Documents. BNY is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. First Union National Bank is hereby appointed Documentation Agent hereunder and Newcourt Commercial Finance Corporation is hereby appointed Collateral Agent hereunder and each Lender hereby authorizes Documentation Agent and Collateral Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 8 are solely for the benefit of Agents and Lenders and Borrowers shall have no rights as a third party beneficiaries of any of the provisions thereof. In performing its functions and duties under 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 Borrowers or any of 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, all obligations of Arranger, Syndication Agent, Documentation Agent and Collateral Agent hereunder shall terminate other than the obligations of Syndication Agent under subsection 2.1A(vi).

Appointment of Agents. Each of the Lenders Wachovia Bank, National Association is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Wachovia to act on its behalf as 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 Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent GSCP to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each of HSH Nordbank, AG, New York Branch (“HSH Nordbank”), BNP Paribas, and Wxxxx Fargo Bank, N.A. are hereby appointed Co-Documentation Agents hereunder, and each Lender hereby authorizes each of HSH Nordbank, BNP Paribas, and Wxxxx Fargo Bank, N.A. to act as Co-Documentation Agents 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 Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together 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 such actions or for any Group Member. Syndication Agent and powers the Co-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 Restatement Closing, HSH Nordbank, BNP Paribas, and Wxxxx Fargo Bank, N.A. in their capacities as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Co-Documentation Agents and Wachovia in its capacity as Syndication Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, no obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GSCP is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent to act as its agent in accordance with the terms hereof and the Collateral other Credit Documents. GSCP is hereby appointed Syndication Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentshereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Syndication 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 the 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 any duties hereunder, each Agent shall act solely as an agent of such Lender the Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes the Company or any of acquiringits Subsidiaries. Each Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted 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 have any obligations under this Agreement or any other Credit Document, but each of them shall be entitled to all benefits of this Section 9. To the extent required by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionapplicable law, the Collateral AgentAdministrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, as “collateral agent” and or reduction of, withholding Tax ineffective or for any co-agentsother reason, sub-agents and attorneys-in-fact appointed such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent pursuant to Section 8.05 for purposes of holding as Tax or enforcing otherwise, including any Lien on the Collateral (penalties or any portion thereof) granted under the Security Documentsinterest, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of together with all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents expenses (including releaseslegal expenses, allocated internal costs and out-of-pocket expenses) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsincurred.

Appointment of Agents. Each of Crédit Agricole, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and MUFG Union Bank, N.A., is hereby appointed as a Co-Syndication Agent, and each Lender and Issuing Bank hereby authorizes each Co-Syndication Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. Each of TD Bank, N.A., Sumitomo Mitsui Banking Corporation and Compass Bank is hereby appointed as a Co-Documentation Agent, and each Lender and Issuing Bank hereby authorizes each Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of the Lenders and each the Issuing Bank and, by their acceptance of the Issuing Banks benefits hereof and the other Credit Documents, the other Secured Parties, hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and authorizes the Administrative Agent and the Collateral Agent Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent Agent, as applicable by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe provisions of this Section 9 are solely for the benefit of Administrative Agent, Collateral Agent, the Collateral Agent Lenders and the Issuing Banks, and neither Company nor any other Credit Party shall have all rights as a third party beneficiary of any of such provisions. It is understood and agreed that the rights and benefits use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and applicable, is not intended to connote any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding fiduciary or enforcing any Lien on the Collateral other implied (or express) obligations arising under agency doctrine of any portion thereof) granted under the Security Documentsapplicable law. Instead such term is used as a matter of market custom, and is intended to create or for exercising reflect only an administrative relationship between contracting parties. Each Co-Syndication Agent and Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights and remedies thereunder at the direction or obligations hereunder to any of its Affiliates. As of the Administrative Amendment and Restatement Effective Date, each of Crédit Agricole, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and MUFG Union Bank, N.A., in its capacity as Co-Syndication Agent and each of TD Bank, N.A., Sumitomo Mitsui Banking Corporation and Compass Bank, in its capacity as Co-Documentation Agent, shall not have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders Barclays Capital and JPMorgan are hereby appointed Co-Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Capital and JPMorgan to act on its behalf as the Co-Syndication Agents in accordance with the terms hereof and the other Loan Documents. Wxxxx Fargo is hereby appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Wxxxx Fargo to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Citi is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes Citi to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Wilmington Trust FSB is hereby appointed Collateral Trustee hereunder, and each Lender hereby authorizes Collateral Trustee to act as its 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 Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein including Section 9.08) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein including Section 9.08). 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 the Borrower or any of its Subsidiaries. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Co-Syndication Agents or the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of Lender, each Issuer and the Lenders and each of the Issuing Banks Swing Loan Lender hereby irrevocably appoints Barclays designates PNC Bank, National Association, to act on its behalf as the Administrative Agent and Collateral Agent hereunder for such Lender, Issuer and Swing Loan Lender under the Loan Documents, and authorizes the Administrative Agent this Agreement and the Collateral other Credit Documents. Each Lender, each Issuer and the Swing Loan Lender hereby irrevocably authorizes each Agent to take such actions action on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Credit Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of such Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and each Agent shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in Section 2.7(b), charges and collections received pursuant to this Agreement, for the ratable benefit of the Lenders, the Issuers and the Swing Loan DocumentsLender to the extent entitled thereto. Each Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes), no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding; provided, however, that no Agent shall be required to take any action which, in such Agent’s discretion, exposes such Agent to liability or which is contrary to this Agreement or the other Credit Documents or Requirement of Law unless such Agent is furnished with an indemnification reasonably satisfactory to such Agent with respect thereto. As of the Closing Date, Jefferies Finance LLC, in its capacity as a Lead Arranger, shall not have any obligations hereunder but shall be entitled to all benefits of this Section 9, and Credit Suisse Securities (USA) LLC, in its capacity as a Lead Arranger and Documentation Agent, shall not have any obligations hereunder but shall be entitled to all benefits of this Section 9.

Appointment of Agents. Each of the Lenders MLPFS and CGMICiti are hereby appointed as a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMICiti to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Royal Bank is hereby appointed as the Documentation Agent hereunder, together with JPMorgan, in connection with the Second Amendment, and each Lender hereby authorizes JPMorgan and Royal Bank to act as the Documentation AgentAgents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 any Group Member. Each Syndication Agent and the Documentation 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. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation AgentAgents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation AgentAgents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each 2.1 The Trustee hereby appoints, on the terms and subject to the conditions of this Agreement, the Agents as its agents in respect of the Lenders Certificates in accordance with the Conditions at their respective Specified Offices. 2.2 Each Agent accepts its appointment and each agrees to act as agent of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated Trustee in relation to the Administrative Agent Certificates and Collateral Agent by agrees to comply with the terms of this Agreement. Each Agent further agrees to perform the Loan Documentsduties required of it by the Conditions. The obligations of the Agents are several and not joint. Each Agent shall only be obliged to perform the duties specified for it in this Agreement and the Conditions and shall have no implied duties. No Agent shall be obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, together such Agent shall not be obliged to perform such duties as so amended unless it has first approved in writing the relevant amendment to the Conditions. 2.3 Each Agent shall, on demand in writing by the Delegate made at any time after a Dissolution Event or a Potential Dissolution Event has occurred or the Certificates have otherwise become due and payable or the Delegate shall have received any money which it proposes to pay under clause 14 of the Declaration of Trust and until notified in writing by the Delegate to the contrary, so far as permitted by Applicable Law: (a) act thereafter as Agent of the Delegate mutatis mutandis on the terms of this Agreement (with such actions consequential amendments as the Delegate may deem reasonably necessary, provided that such consequential amendments do not impose any additional obligations or liabilities on Infracorp, and powers except that the Delegate’s liability under any provision of this Agreement for the indemnification, remuneration and payment of any out-of-pocket expenses of any Agent shall be limited to the amounts for the time being held on trust under the Declaration of Trust and available to the Delegate for such purpose) and thereafter hold all Certificates and all moneys, documents and records held by them in respect of the Certificates on behalf of and to the order of the Delegate; and/or (b) deliver up all Certificates and all moneys, documents and records held by them in respect of the Certificates to the Delegate or as are reasonably incidental thereto. Unless otherwise specifically set forth hereinthe Delegate shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation. 2.4 Pursuant to the Declaration of Trust, the Collateral Delegate may, by notice in writing to the Trustee, Infracorp and the Agents require the Trustee or Infracorp, as the case may be, to make all subsequent payments in respect of the Certificates to or to the order of the Delegate and not to the Principal Paying Agent with effect from the issue of any such notice and until such notice is withdrawn. Any such payments shall have all be in full and final discharge of the Trustee’s or Infracorp’s corresponding obligations (as applicable) in respect of the Certificates. 2.5 Each Agent xxxxxx agrees to accept its appointment by the Delegate upon receipt of the notice referred to in Clause 2.3 (Appointment of Agents). 2.6 The Trustee confirms and each Agent acknowledges that the rights and benefits of the Administrative Agent set forth in Trustee under this Article. The Collateral Agent shall act as Agreement are held by the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Trustee pursuant to the Security Documents Declaration of Trust and that certain authority has been delegated by the Trustee to secure any the Delegate pursuant to the Declaration of the Obligations, together with such powers and discretion as are reasonably incidental theretoTrust. In accordance with the terms of this connectionAgreement, each Agent xxxxxx agrees to comply with instructions given to it by the Trustee or, as the case may be, the Collateral AgentDelegate. 2.7 Each Agent shall, as “collateral agent” and notwithstanding any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled instructions to the benefits of all provisions of this ARTICLE VIII contrary from the Trustee, make the payments and Section 9.03 deliveries referred to under Clause 4 (as though such co-agents, subagents Accounts and attorneys-in-fact were the “collateral agent” under the Loan DocumentsPayment) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and Certificateholders in accordance with the provisions set out in Clause 4 (Accounts and Payment). 2.8 The Trustee shall forthwith notify the Agents of this Agreement and any change in the other Loan Documentsperson or persons comprising the Delegate.

Appointment of Agents. 2.01 Each of the Lenders Issuer and each the Guarantor (and, for the purposes only of Clause 2.04 below, the Bond Trustee), acting severally, hereby appoints Computershare as its Registrar and Transfer Agent and to carry out certain other functions in accordance with those standard market practices established for clearing and settlement of securities with CDS in respect of the Issuing Banks Covered Bonds for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto and hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent Computershare to take such actions on its behalf and to exercise such powers as are expressly delegated to the Administrative Agent and Collateral Agent it by the terms of this Agreement and the Loan DocumentsConditions, together with such actions and powers power as are reasonably incidental thereto. Unless otherwise specifically set forth herein. 2.02 Each of the Issuer and the Guarantor (and, for the purposes only of Clause 2.04 below, the Collateral Bond Trustee), acting severally, hereby appoints LBC as its Issuing and Paying Agent shall have all the rights and benefits Calculation Agent and to carry out certain other functions in accordance with those standard market practices established for clearing and settlement of securities with CDS in respect of the Administrative Agent set forth Covered Bonds for the purposes specified in this Article. The Collateral Agent shall act as Agreement and in the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any Conditions and all Liens on Collateral granted matters incidental thereto and hereby authorizes LBC to take such actions and to exercise such powers as are expressly delegated to it by any the terms of this Agreement and the Loan Parties pursuant to the Security Documents to secure any of the ObligationsConditions, together with such powers actions and discretion power as are reasonably incidental thereto. In this connection. 2.03 Each of Computershare and LBC hereby accept each of the above appointments as agent of the Issuer and the Guarantor (and for the purposes only of Clause 2.04 below, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereofBond Trustee) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled in relation to the benefits of Covered Bonds and shall perform all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall matters expressed to be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated performed by and it in accordance with those standard market practices established for clearing and settlement of securities with CDS, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For greater certainty, the Agents shall not have any duties or obligations except those expressly set forth in this Agreement and in the Conditions and such duties shall be administrative in nature only. For the avoidance of any doubt, use of the term “agent” in this Agreement or in any other Transaction Document with reference to the Agents (and/or any (a) At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Issuer which it proposes to pay under Section 11 of the Trust Deed to the relevant Holders of Covered Bonds, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor and the Agents, require the Agents pursuant to this Agreement to act thereafter as Agents respectively of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms hereof (save that the Bond Trustee’s liability under any provisions hereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee on the trusts hereof relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, and all sums, documents and records held by them in respect of the Covered Bonds on behalf of the Bond Trustee; or (ii) by notice in writing to the Issuer require it (but not the Guarantor) to make all subsequent payments in respect of the Covered Bonds to or to the order of the Bond Trustee and not to the Paying Agent or Registrar, as the case may be, and with effect from the issue of any such notice to the Issuer and, until such notice is withdrawn, proviso (a) to Section 2.2 of the Trust Deed relating to the Covered Bonds shall cease to have effect in respect of the Issuer. (b) At any time after a Guarantor Event of Default or Potential Guarantor Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Guarantor which it proposes to pay under Section 11 of the Trust Deed to the relevant Holders of Covered Bonds, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor and the Paying Agent require the Paying Agent or the Registrar, as the case may be, pursuant to this Agreement to act thereafter as Agents respectively of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms hereof (save that the Bond Trustee’s liability under any provisions hereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee on the trusts hereof relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds and all sums, documents and records held by them in respect of the Covered Bonds on behalf of the Bond Trustee; or (ii) by notice in writing to the Guarantor require it to make all subsequent payments in respect of the Covered Bonds to or to the order of the Bond Trustee and not to the Paying Agent or the Registrar, as the case may be, and with effect from the issue of any such notice to the Guarantor and, until such notice is withdrawn, proviso (a) to Section 2.2 of the Trust Deed relating to the Covered Bonds shall cease to have effect. 2.05 The obligations of each Agent and the Calculation Agent under this Agreement are several and not joint. Failure by any one Agent to perform its obligations does not affect the obligations (or liabilities) of any other Loan DocumentsAgent hereunder. 2.06 Each of the Agents represents and warrants to, and covenants with, each of the Issuer, the Guarantor and the Bond Trustee as of the date hereof, and so long as it remains an Agent, that: (a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (b) it will comply with the provisions of, and perform its obligations under, this Agreement and (to the extent directly applicable to the respective Agent) the CMHC Guide; (c) it is in good standing with each of its applicable regulators; (d) it is in material compliance with its applicable internal policies and procedures that pertain to the services to be provided by it pursuant to this Agreement; and (e) it is in material compliance with all applicable legal and regulatory requirements that pertain to the performance of its obligations under this Agreement.

Appointment of Agents. Each Lender (and each Secured Affiliate, by and through its affiliated Lender), and each Issuing Bank, hereby designates Bank of America as Administrative Agent and Bank of America - Canada Branch as Canadian Administrative Agent, and Bank of America and General Electric Capital Corporation as the Lenders Collateral Agents, as herein specified and as specified in the other Financing Documents. Each Lender (and each Secured Affiliate by and through its affiliated Lender), and each Issuing Bank, hereby irrevocably authorizes each of the Issuing Banks hereby irrevocably appoints Barclays respective Agents and Collateral Agents to act take such action on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsprovisions of this Agreement, the Notes, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf other Financing Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent respective Agents and Collateral Agent Agents by the terms of the Loan Documents, together with hereof and thereof and such actions and other powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits Bank of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent America agrees to act as Administrative Agent hereunder and Bank of America — Canada Branch agrees to act as Canadian Administrative Agent hereunder, and Bank of America and General Electric Capital Corporation agree to act as Collateral Agents, in each case on the agent express terms and conditions contained in this Article 9. Each of such Lender the Agents and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Agents may perform any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-its duties hereunder by or through its agents, sub-agents and employees or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsfact, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits advice of counsel concerning all matters pertaining to such duties. The provisions of this ARTICLE VIII Article 9 are solely for the benefit of the Agents, the Collateral Agents, the Lenders, and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect theretoLenders’ Affiliates. The Lenders acknowledge Borrowers and agree (and each Lender Counterparty the other Credit Parties shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act have no rights as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing third party beneficiaries of any of the foregoingprovisions contained herein. Without limiting the generality of the foregoing, the Agents are hereby Except as expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and otherwise provided in accordance with the provisions of this Agreement and the other Loan Financing Documents, the Agents and Collateral Agents shall have and may use their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which any of the Agents or Collateral Agents is entitled to take or assert under this Agreement and the other Financing Documents, including the determination of the applicability of ineligibility criteria with respect to calculation of any portion of the US Borrowing Base or the Canadian Borrowing Base, the making of Agent Advances pursuant to Section 2.28, and the exercise of remedies hereunder and under the other Financing Documents. Any action so taken or not taken shall be deemed to be consented to by the Lenders.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Co-Syndication Agent and a Joint Lead Arranger hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GSCP, in such capacities, to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. CIBCWM is hereby appointed a Joint Lead Arranger and each Lender authorizes CIBCWM, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. CIBC is hereby appointed Administrative Agent and Collateral Agent Trustee hereunder and under the Loan other Credit Documents, and each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by Trustee to act in such capacities as its agent in accordance with the terms hereof and the other Credit Documents. DB is hereby appointed Co-Syndication Agent hereunder, and each Lender hereby authorizes DB, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. Fleet is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes Fleet 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 Loan Documentsprovisions thereof (except as provided in Sections 9.7 and 9.8). In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral 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 Holding or any of its Subsidiaries. After the “collateral agent” under the Loan DocumentsClosing Date, and each none of the Lenders (including GSCP, in its capacities as Co-Syndication Agent and a Lender Counterparty Joint Lead Arranger, CIBCWM in its capacity as Joint Lead Arranger, or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act DB, in its capacity as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Co-Syndication Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders Ally is hereby irrevocably appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Syndication Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. RBS is hereby irrevocably appointed Documentation Agent hereunder, and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. DBNY is hereby irrevocably appointed the Administrative Agent hereunder and under the other Credit Documents and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. DBNY also is hereby irrevocably appointed the Collateral Agent hereunder and under the Loan other Credit Documents, and authorizes each Lender also hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note also shall be deemed irrevocably to authorize, the 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. Except for Section 9.7, the provisions of this Section 9 are solely for the benefit of the 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 the Borrower or any of its Subsidiaries. Each of the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent Agent, without consent of or notice to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documentsany party hereto, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion Ally, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, and RBS, in its capacity as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Documentation Agent, shall not have any obligations hereunder or under any other Credit Document but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of the Lenders Citi, Xxxxxx Xxxxxxx, Barclays, MLPFS, GS Bank, and Macquarie Capital is hereby appointed a Bookrunnner hereunder and each Lender hereby authorizes each of Citi, Xxxxxx Xxxxxxx, Barclays, MLPFS, GS Bank, and Macquarie Capital to act as a Bookrunner in accordance with the terms hereof and of the Issuing Banks other Credit Documents. UBSS is hereby irrevocably appoints Barclays appointed Co-Manager hereunder and each Lender hereby authorizes UBSS to act on its behalf as Co-Manager in accordance with the terms hereof and of the other Credit Documents. Citi is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Citi to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and of the Loan other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and in the other Credit Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Articleapplicable. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII Section 9 are solely for the benefit of Agents, Lenders and Section 9.03 (Lender Counterparties and no Credit Party shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof. Without limiting the generality 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 Borrower or any of its Subsidiaries. Each of the foregoingCo-Manager, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral Bookrunner and any rights Agent described in clause (v) of the Secured Parties definition thereof may resign from such role at any time, with respect thereto as contemplated immediate effect, by giving prior written notice thereof to Administrative Agent and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

Appointment of Agents. Each (a) Gxxxxxx Sxxxx is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes Gxxxxxx Sachs to act as Syndication Agent in accordance with the terms hereof and the other Transaction Documents. 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 Lenders Effective Date, Gxxxxxx Sxxxx, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 10. The Syndication Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Borrower. (b) Gxxxxxx Sachs is hereby appointed the Administrative Agent hereunder and under the other Transaction Documents and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Gxxxxxx Sxxxx to act on its behalf as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents. (c) Wxxxx Fargo is hereby appointed the Collateral Agent hereunder and under the Loan Documentsother Transaction Documents to which the Collateral Agent is a party, and each Lender hereby authorizes it to act as Collateral Agent in accordance with the terms hereof and thereof. Wxxxx Fargo is hereby appointed the Collateral Administrator hereunder and under the other Transaction Documents to which the Collateral Administrator is a party, and each Lender hereby authorizes it to act as Collateral Administrator in accordance with the terms hereof and thereof. (d) Gxxxxxx Sachs is hereby appointed the Administrative Agent hereunder and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Transaction Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Gxxxxxx Sxxxx to act as the agent Administrative Agent in accordance with the terms hereof and the other Transaction Documents. (e) Each Agent hereby agrees to act in its capacity as such upon the express provisions contained herein and the other Transaction Documents to which it is a party, as applicable. The provisions of such Lender this Section 10 are solely for the benefit of Agents and such Issuing Bank for purposes the Lenders and no Credit Party shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant provisions of this Section 10. 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 any Credit Party. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Transaction Document or otherwise exist against any Agent. It is understood and agreed that the use of the term “agent” herein or in any Transaction Documents (or any other similar term) with reference to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionAdministrative Agent, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral Administrator or the Borrower Accounts Securities Intermediary is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any portion thereof) applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements, powers and rights granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Agents in the Transaction Documents shall not be construed as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsduties.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Fleet is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Fleet to act as its agent in accordance with the terms hereof and the other Credit Documents. Fleet hereby resigns as Administrative Agent and Collateral Agent under the Existing Credit Agreements and each Credit Party and each Lender hereby consents to and approves such resignation and the appointment of GECC as successor Administrative Agent (for purposes of this Section 9, the terms "Administrative Agent" and "Agent" shall also include GECC in its capacity as Collateral Agent pursuant to the Collateral Documents) hereunder and under the Loan other Credit Documents, and . Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoother Credit Documents. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and All parties hereto agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Section 9.5 of the Existing Revolving Credit Agreement and Section 8.5 of the Existing AXEL Credit Agreement, GECC shall hereupon succeed to and become vested with (and Fleet hereby assigns to the extent necessary) all the rights, powers, privileges and duties of Administrative Agent under each Collateral Document, Landlord Personal Property Collateral Access Agreement or otherwise and Fleet agrees to (i) transfer to GECC as successor Administrative Agent all sums, Capital Stock, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of GECC as successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to GECC as successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to GECC as successor Administrative Agent of the security interests created under the Collateral Documents, whereupon Fleet as the retiring Administrative Agent shall be discharged from its duties and obligations (in its capacity as Administrative Agent only) under the Existing Credit Agreements or any other Credit Document or hereunder. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan 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 Fleet, 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 Fleet, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. Each of CIBCWM, JPMorgan and LBI is hereby appointed a Joint Lead Arranger hereunder. JPMCB and LCPI are hereby appointed Co-Syndication Agents hereunder. Each Lender hereby authorizes each Joint Lead Arranger and Co-Syndication Agent to act as its agent in accordance with the Lenders terms hereof and the other Credit Documents. CIBC is hereby appointed as Collateral Agent under the Pledge and Security Agreement and the other Credit Documents and each Agent and each Lender hereby authorizes CIBC to act as Collateral Agent for its benefit and for the benefit of the Issuing Banks other Secured Parties hereunder and under the other Credit Documents and each Agent and each Lender hereby irrevocably appoints Barclays authorizes Collateral Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Citi and GECC are hereby appointed Co-Documentation Agents hereunder, and each Lender hereby authorizes each 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 express conditions contained herein and the other Credit Documents, as applicable. CIBC is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan 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. 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 (except Section 9.9 and authorizes 9.10) are solely for the Administrative Agent benefit of Agents and the Collateral Agent to take such actions on its behalf Lenders and to exercise such powers no Credit Party shall have any rights as are delegated to the Administrative Agent and Collateral Agent by the terms a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, an agent of Lenders and each 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 the Lenders (including Joint Lead Arrangers and Co-Syndication 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 CIBCWM, in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act Joint Lead Arranger, nor JPMorgan, in its capacity as the agent of such Lender and such Issuing Bank for purposes of acquiringa Joint Lead Arranger, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligationsnor JPMCB, together with such powers and discretion in its capacity as are reasonably incidental thereto. In this connection, the Collateral a Co-Syndication Agent, nor LBI, in its capacity as “collateral agent” Joint Lead Arranger and any coa Co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Syndication Agent, nor Citi, in its capacity as 134 CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW Co-Documentation Agent, nor GECC in its capacity as a Co-Documentation Agent shall have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each 2.1 The Corporation hereby appoints the Agents, acting severally and not jointly, to act as its sole and exclusive agents with respect to the sale of the Lenders and each Offered Shares through the facilities of the Issuing Banks hereby irrevocably appoints Barclays TSX or any other Marketplace pursuant to act on its behalf an ATM Distribution as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth provided herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of Agent hereby accepts, severally and not jointly, such appointment on the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) terms and each of conditions contained herein. Such appointment shall be on an exclusive basis during the Issuing Banks hereby irrevocably appoints term hereof, and authorizes the Collateral Agent Corporation agrees that, during the term hereof, it will not appoint any other Person to act as the Corporation’s agent with respect to sales of the Offered Shares through the facilities of the TSX or any other Marketplace by way of an ATM Distribution. Nothing contained herein shall otherwise prohibit or restrict the Corporation from issuing securities or raising money in any manner other than through an ATM Distribution. 2.2 The Corporation acknowledges and agrees that the Agents and their affiliates may, to the extent permitted under Securities Laws and the rules of the TSX and any other applicable Marketplace, purchase and sell securities of the Corporation for their own account while this Agreement is in effect, provided that: (i) the Corporation shall not be deemed to have authorized or consented to any such Lender purchase or sale by an Agent or any of its affiliates; (ii) an Agent shall not, and no Person acting jointly or in concert with such Issuing Bank Agent shall, over-allot Offered Shares in connection with the distribution of Offered Shares under an ATM Distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Offered Shares in connection with such distribution; and (iii) an Agent and its affiliates shall not purchase and sell Offered Shares for purposes their own account under an ATM Distribution in a manner which could directly or indirectly result in a sale with lower Net Proceeds to the Corporation than otherwise available through the TSX or any other Marketplace. 2.3 Each Agent covenants and agrees, severally and not jointly, that it will comply with all Laws (including Securities Laws) and requirements of acquiringthe TSX and any other applicable Marketplace applicable to it and necessary to be complied with by the Agent in connection with the performance of its obligations hereunder. Neither the Agents nor any of their affiliates or any Person acting on their behalf will engage in any Directed Selling Efforts or in any form of General Solicitation or General Advertising in the United States with respect to the Offered Shares. Each Agent covenants and agrees, holding severally and enforcing any and all Liens on Collateral granted by not jointly, that it will not offer to sell or solicit an offer to buy any of the Loan Parties pursuant to Offered Shares within the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding United States or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documentsto, or for exercising the account or benefit of, any rights U.S. Person. The Corporation and remedies thereunder at the direction Agents agree that no “marketing materials” or “standard term sheet” (both within the meaning of National Instrument 41-101 – General Prospectus Requirements) shall be provided to any purchaser or prospective purchaser of Offered Shares in connection with a Placement or proposed Placement. 2.4 In consideration for its services hereunder, including the Administrative Agentancillary service of acting as financial advisor to the Corporation with respect to the terms of any sale of Offered Shares pursuant to an ATM Distribution hereunder, the applicable Agent shall be entitled to receive, and the benefits Corporation agrees to pay, a fee equal to 2.0% of all provisions the gross proceeds from any sales of this ARTICLE VIII and Section 9.03 Offered Shares made hereunder (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein Agents’ Fee”), with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall such compensation to be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, allocated among the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to as agreed by the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and Agents in accordance with the provisions of this Agreement and the other Loan Documentswriting.

Appointment of Agents. (a) Each of the Lenders and each of the Issuing Banks hereby Lender irrevocably appoints Barclays to act on its behalf SunTrust Bank as the Administrative Agent and Collateral Agent hereunder and under the Loan DocumentsThe CIT Group/Business Credit, and authorizes the Administrative Agent and Inc. as the Collateral Agent and authorizes each to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by Agent, respectively, under this Agreement and the terms of the other Loan Documents, together with all such actions and powers as that are reasonably incidental thereto. Unless otherwise specifically set forth herein, The Administrative Agent and the Collateral Agent shall have all the rights and benefits may perform any of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” their duties hereunder or under the other Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty Documents by or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing through any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, one or more sub-agents and or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the either. The Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII Collateral Agent and Section 9.03 (as though any such cosub-agents, subagents and attorneysagent or attorney-in-fact were the “collateral agent” under the Loan Documents) as if may perform any and all of their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions set forth in full this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent or the Collateral Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and the Collateral Agent. (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto. The Lenders acknowledge ; provided, that the Issuing Bank shall have all the benefits and agree immunities (i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and each Lender Counterparty shall be deemed the application and agreements for letters of credit pertaining to hereby acknowledge the Letters of Credit as fully as if the term "Administrative Agent" as used in this Article included the Issuing Bank with respect to such acts or omissions and agree(ii) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) additionally provided in this Agreement with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsIssuing Bank.

Appointment of Agents. Each of Crédit Agricole, JPMorgan Chase Bank, N.A., Citizens Bank, N.A., MUFG Union Bank, N.A. and Sumitomo Mitsui Banking Corporation is hereby appointed as a Co-Syndication Agent, and each Lender and Issuing Bank hereby authorizes each Co-Syndication Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. TD Bank, N.A., Capital One, National Association, CoBank, ACB and Compass Bank are hereby appointed as Co-Documentation Agents, and each Lender and Issuing Bank hereby authorizes the Co-Documentation Agents to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of the Lenders and each the Issuing Bank and, by their acceptance of the Issuing Banks benefits hereof and the other Credit Documents, the other Secured Parties, hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and authorizes the Administrative Agent and the Collateral Agent Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent Agent, as applicable by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe provisions of this Section 9 are solely for the benefit of Administrative Agent, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” the Lenders and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtIssuing Banks, and neither Company nor any Permitted Refinancing other Credit Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the foregoing. Without limiting the generality use of the foregoing, the Agents are hereby expressly authorized to execute term “agent” herein or in any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.-170- 105376510

Appointment of Agents. Each of the Lenders and each of the Issuing Banks UBS is hereby irrevocably appoints Barclays to act on its behalf as the appointed Administrative Agent and Collateral Agent hereunder and under the Loan 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. GSCP is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes GSCP as Syndication Agent to act as its agent in accordance with the Administrative Agent terms hereof and the other Credit Documents. CIT is hereby appointed Collateral Agent hereunder, and each Lender hereby authorizes Collateral Agent to take such actions on act as its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by agent in accordance with the terms hereof and the other Credit Documents. Fleet is hereby appointed Co-Documentation Agent hereunder and LaSalle is hereby appointed Co-Documentation Agent, and each Lender hereby authorizes the Documentation Agents to act as their agent in accordance with the terms hereof and the other Credit Documents. Collateral Agent, is hereby appointed and authorized to monitor the Borrowers' Accounts and Inventory through the receipt of Borrowing Base Certificates and other supporting documentation and supplemental reporting from the Company pursuant to Section 5.1(m) for the purpose of determining the Aggregate Borrowing Base without any requirement for consent or approval of the Loan DocumentsLenders under Section 10.5 or otherwise. In addition, together with such actions once the Liquidity Event has occurred and powers as provided that the borrowings under the Term Loans and Revolving Loans are reasonably incidental thereto. Unless otherwise specifically set forth hereinwithin the Aggregate Borrowing Base, upon the Company's request and designation, the Collateral Agent shall have all release Liens on Collateral, as designated by the rights and benefits Company, which is not included in the calculation of the Administrative Aggregate Borrowing Base. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. Except as set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant above with respect to the Security Documents to secure any release of Collateral upon request by the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionCompany, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII Section 9 are solely for the benefit of Agents and Section 9.03 (Lenders and no Credit Party shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof. Without limiting 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 the generality Company or any of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.its CREDIT AND GUARANTY AGREEMENT EXECUTION 154

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Purchasers hereby irrevocably appoints Barclays Wilmington Trust, National Association, to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Note Documents and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Note Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Note Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Purchasers hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank Purchaser for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Note Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative AgentAgent or the Required Purchasers, shall be entitled to the benefits of all provisions of this ARTICLE Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Note Documents) as if set forth in full herein and in the other Note Documents with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty No Agent is, or shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders be, acting hereunder or under the Second Lien Loan any other Note Documents, as transfer agent or registrar within the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing meaning of any Article 8 of the foregoing. Without limiting the generality UCC or Section 17A(c) of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsExchange Act.

Appointment of Agents. Each of GSCP and SSB is hereby appointed a Joint Lead Arranger hereunder. GSCP is hereby appointed as Syndication Agent hereunder. Each Senior Lender hereby authorizes each Joint Lead Arranger and Syndication Agent to act as its agents in accordance with the Lenders terms hereof and the other Credit Documents. Bank of America is hereby appointed Documentation Agent hereunder, and each of the Issuing Banks Senior Lender hereby irrevocably appoints Barclays authorizes each Documentation Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Citibank, N.A. hereby resigns as the Administrative Agent and Collateral Agent under the Existing Credit Agreement and each Credit Party and each Lender hereby consents to and approves such resignation and the appointment of CUSA as successor Administrative Agent (for purposes of this Section 9, the terms "Administrative Agent" and "Agent" shall also include CUSA in its capacity as Collateral Agent pursuant to the Collateral Documents) hereunder and under the Loan other Credit Documents, and . Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoother Credit Documents. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and All parties hereto agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Section 9.7 of the Existing Credit Agreement, CUSA shall hereupon succeed to and become vested with (and Citibank, N.A. hereby assigns to the extent necessary) all the rights, powers, privileges and duties of Citibank, N.A. as Administrative Agent under each Collateral Document, Landlord Personal Property Collateral Access Agreement or otherwise and Citibank, N.A. agrees to (i) transfer to CUSA as successor Administrative Agent all sums, Securities and other items of 120 Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of CUSA as successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to CUSA as successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to CUSA as successor Administrative Agent of the security interests created under the Collateral Documents, whereupon Citibank, N.A. as the retiring Administrative Agent shall be discharged from its duties and obligations (in its capacity as Administrative Agent only) under the Existing Credit Agreement or any other Credit Document or hereunder. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan 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 other than the right to receive notices pursuant to the first two sentences of 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 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 Effective Date, all the respective obligations of (i) GSCP and SSB in its capacity as Joint Lead Arranger and (ii) Bank of America, in its capacity as Documentation Agent, shall terminate.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Canadian Administrative Agent as its agents and authorizes each such Agent to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Canadian Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the US Collateral Agent and the Canadian Collateral Agent as its agents and authorizes each such Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the US Collateral Agent and the Canadian Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, The Export-Related Lender hereby irrevocably appoints the US Collateral Agent shall have all and its agent and authorizes the rights and benefits US 126 Collateral Agent to take such actions on its behalf, including execution of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, and each of to exercise such powers as are delegated to the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the US Collateral Agent to act as by the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any terms of the Loan Parties pursuant to Documents and the Security Documents to secure any of the ObligationsExport-Related Financing Documents, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection, Any bank serving as an Agent hereunder shall have the Collateral same rights and powers in its capacity as a Lender (or the Export-Related Lender) as any other Lender (or the Export-Related Lender) and may exercise the same as though it were not an Agent, as “collateral agent” and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any co-agents, sub-agents and attorneys-in-fact appointed by kind of business with the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (Loan Parties or any portion thereof) granted under the Security Documents, Subsidiary of a Loan Party or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) other Affiliate thereof as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral it were not an Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentshereunder.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Barclays Bank is hereby irrevocably appoints Barclays to act on its behalf as the appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms of hereof and the Loan other Credit Documents. Xxxxxx Xxxxxxx Senior Funding, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, Inc. is hereby appointed the Collateral Syndication Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentshereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Xxxxxx Xxxxxxx Senior Funding, Inc. to act as the Syndication Agent in accordance with the terms hereof and the other Credit Documents. UBS Securities LLC is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes UBS Securities LLC to act as the Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions of this Section 9 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of such Lender the Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Parent Entity or any of acquiringits Subsidiaries. Each of the Syndication Agent and the Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, each of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionJoint Lead Arrangers, the Collateral Syndication Agent, the Documentation Agent and the Joint Bookrunners are named as “collateral agent” such for recognition purposes only, and any co-agentsin their respective capacities as such shall have no duties, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant responsibilities or liabilities with respect to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (this Agreement or any portion thereof) granted under the Security Documents, or for exercising any rights other Credit Document; it being understood and remedies thereunder at the direction agreed that each of the Administrative Joint Lead Arrangers, the Syndication Agent, the Documentation Agent and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Credit Documents and all of the other benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing9. Without limiting the generality limitation of the foregoing, neither the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Joint Lead Arrangers, the Collateral and any rights of Syndication Agent, the Secured Parties with respect thereto Documentation Agent nor the Joint Bookrunners in their respective capacities as contemplated such shall, by and in accordance with the provisions reason of this Agreement or any other Credit Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person. Each Lender hereby acknowledges that it has not relied, and the will not rely, on Syndication Agent, Documentation Agent or any Joint Lead Arranger in deciding to enter into this Agreement and each other Loan Documents.Credit Document to which it is a party or in taking or not taking action hereunder or thereunder

Appointment of Agents. Each of the Lenders JPMSI and each of the Issuing Banks Citigroup are hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentsappointed Arrangers hereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and hereby authorizes each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Arrangers to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions terms of this Agreement and the other Loan Documents. JPMorgan Chase Bank is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Citicorp is hereby appointed Syndication Agent hereunder. Bank One is hereby appointed Documentation Agent hereunder. Each Lender hereby authorizes and confirms the appointment by Administrative Agent of JPMorgan Chase Bank as Collateral Agent under the Collateral Documents and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties under 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 Holdings or any of its Subsidiaries. JPMSI, 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 date on which JPMSI notifies Borrower that it has concluded its primary syndication of the Loans and Commitments, all obligations of JPMSI and Citigroup, in their respective capacity as Arrangers hereunder, shall terminate. Citicorp, in its capacity as Syndication Agent, shall have no obligations hereunder. Bank One, in its capacity as Documentation Agent, shall have no obligations hereunder.

Appointment of Agents. Xxxxxx Xxxxxxx is hereby appointed as Syndication Agent, and each Lender and Issuing Bank hereby authorizes the Syndication Agent to act as its agents in accordance with the terms hereof and the other Credit Documents. Barclays Bank, Crédit Agricole and JPMCB are hereby appointed as Co-Documentation Agents, and each Lender and Issuing Bank hereby authorizes the Co-Documentation Agents to act as its agents in accordance with the terms hereof and the other Credit Documents. Each of the Lenders and each the Issuing Bank and, by their acceptance of the Issuing Banks benefits hereof and the other Credit Documents, the other Secured Parties, hereby irrevocably appoints Barclays Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and authorizes the Administrative Agent and the Collateral Agent Agent, as applicable, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent Agent, as applicable by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinThe provisions of this Section 9 are solely for the benefit of Administrative Agent, Collateral Agent, the Collateral Agent Lenders and the Issuing Banks, and neither Company nor any other Credit Party shall have all rights as a third party beneficiary of any of such provisions. It is understood and agreed that the rights and benefits use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and applicable, is not intended to connote any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding fiduciary or enforcing any Lien on the Collateral other implied (or express) obligations arising under agency doctrine of any portion thereof) granted under applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Syndication Agents and the Security DocumentsCo-Documentation Agents, without consent of or for exercising notice to any party hereto, may assign any and all of its rights and remedies thereunder at the direction or obligations hereunder to any of its Affiliates. As of the Administrative AgentClosing Date, Xxxxxx Xxxxxxx, in its capacity as Syndication Agent and each of Barclays Bank, Credit Agricole and JPMCB, in their capacities as Co-Documentation Agents, shall not have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Deutsche Bank is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Deutsche Bank to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents. Deutsche Bank is hereby appointed Calculation Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Deutsche Bank to act as Calculation 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 8 are solely for the benefit of the Agents and the Lenders, and the Borrower shall have no rights as a third party beneficiary of any of the provisions thereof, except as set forth in Sections 8.7 and 8.8(b). 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 the Parent or any of its Subsidiaries (including the Borrower). For so long as such Applicable Lender controls an Eligible Collateral Brokerage Account, each of the Lenders and each of the Issuing Banks Agent hereby irrevocably appoints Barclays each Applicable Lender as its agent to act on its behalf as for purposes of Section 7.2 and the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, Security Agreement and authorizes the Administrative Agent and the Collateral Agent each Applicable Lender to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent contemplated by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinIn performing its functions and duties hereunder, the Collateral Agent each Applicable Lender shall have all the rights and benefits act solely as an agent of the Administrative Agent set forth in this Articleother Lenders and Agents and does not assume and shall not be deemed to have assumed any obligation towards or fiduciary relationship or trust with or for Borrower or Parent. The Collateral Agent shall act as provisions of this Section 8.1 are solely for the “collateral agent” under the Loan Documents, and each benefit of the Lenders (including in its capacities and Agents and neither Borrower nor Parent shall have rights as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing third party beneficiary of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentssuch provision.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf as agent in accordance with the terms hereof and the other Credit Documents. CIT 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. CIT is hereby appointed Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan other Credit Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. LaSalle Bank National Association and Antares Capital Corporation are each hereby appointed Co-Documentation Agents hereunder, and each Lender hereby authorizes Co-Documentation Agents 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 such Lender Lenders and such Issuing Bank does 115 not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent, holding Co-Documentation Agent and enforcing Collateral Agent, without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion none of GSCP, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, nor LaSalle Bank National Association or Antares Capital Corporation, in their capacities as “collateral agent” and Co-Documentation Agents, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of (a) Gxxxxxx Sxxxx is hereby appointed the Lenders Administrative Agent hereunder and under the other Transaction Documents and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Gxxxxxx Sachs to act on its behalf as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents. (b) Wxxxx Fargo is hereby appointed the Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and other Transaction Documents to which the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentsis a party, and each of Lender hereby authorizes it to act as Collateral Agent in accordance with the Lenders (including in its capacities as terms hereof and thereof. Wxxxx Fargo is hereby appointed the Collateral Administrator hereunder and under the other Transaction Documents to which the Collateral Administrator is a Lender Counterparty or potential Lender Counterparty) party, and each of Lender hereby authorizes it to act as Collateral Administrator in accordance with the Issuing Banks terms hereof and thereof. (c) Gxxxxxx Sxxxx is hereby irrevocably appoints appointed the Calculation Agent hereunder and under the other Transaction Documents and each Lender hereby authorizes the Collateral Agent Gxxxxxx Sachs to act as the agent Calculation Agent in accordance with the terms hereof and the other Transaction Documents. (d) Each Agent hereby agrees to act in its capacity as such upon the express provisions contained herein and the other Transaction Documents to which it is a party, as applicable. The provisions of such Lender this Section 10 are solely for the benefit of Agents and such Issuing Bank for purposes the Lenders and no Credit Party shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant provisions of this Section 10. 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 any Credit Party. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Transaction Document or otherwise exist against any Agent. It is understood and agreed that the use of the term “agent” herein or in any Transaction Documents (or any other similar term) with reference to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionAdministrative Agent, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral Administrator or the Borrower Accounts Securities Intermediary is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any portion thereof) applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements, powers and rights granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Agents in the Transaction Documents shall not be construed as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsduties.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GSCP is hereby irrevocably appoints Barclays to act on its behalf as the Administrative appointed Syndication Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentshereunder, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Syndication Agent to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions terms of this Agreement and the other Loan Documents. JPMCB is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Wachovia and Fleet are hereby appointed Co-Documentation Agents hereunder and under the other Loan Documents, and each Lender hereby authorizes the Co-Documentation Agents to act as its agent in accordance with the terms of this Agreement and the other Loan Documents. Each Lender hereby authorizes and confirms the appointment by Administrative Agent of JPMCB as Collateral Agent under the Intercreditor Agreement and each Lender hereby authorizes Collateral Agent to act as its agent in accordance with the terms of the Intercreditor Agreement and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and Company shall have no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties under 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 Holdings or any of its Subsidiaries. Each of 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 date on which Syndication Agent notifies Company that it has concluded its primary syndication of the Loans and Commitments, all obligations of GSCP, in its capacity as Syndication Agent hereunder, shall terminate. Fleet and Wachovia, in their capacity as Co-Documentation Agents, shall have no obligations hereunder.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Xxxxxx Xxxxxxx is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes appointed the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents and each Lender and Issuing Bank, by its acceptance of the benefits of the Collateral and Guarantees under the Credit Documents, each Hedge Bank party to take such actions on its behalf a Secured Hedging Agreement and each Treasury Services Provider party to exercise such powers a Secured Treasury Services Agreement hereby authorizes Xxxxxx Xxxxxxx to act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all in accordance with the rights terms hereof and the other Credit Documents. Each Lender and Issuing Bank, by its acceptance of the benefits of the Administrative Agent set forth in this Article. The Collateral and Guarantees under the Credit Documents, each Hedge Bank party to a Secured Hedging Agreement and each Treasury Services Provider party to a Secured Treasury Services Agreement hereby authorizes any Other Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities appointed as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Co-Collateral Agent in accordance with Section 9.7(c) to act as a Co-Collateral Agent in accordance with the agent of terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such Lender upon the express conditions contained herein and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all applicable. The provisions of this ARTICLE VIII Section 9 are solely for the benefit of the Agents, Lenders and Section 9.03 (Issuing Banks and no Credit Party shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof; provided that the Borrower shall have the consent right expressly referred to in Section 9.7(c). Without limiting the generality In performing its functions and duties hereunder, each Agent shall act solely as an agent of the foregoingLenders, the Agents are hereby expressly authorized Issuing Banks, each Hedge Bank and each Treasury Services Provider, and does not assume and shall not be deemed to execute have assumed any and all documents (including releases) obligation towards or relationship of agency or trust with respect to or for the Collateral and Borrower or any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsits Subsidiaries.

Appointment of Agents. Each of Ally and BMO are hereby irrevocably appointed the Lenders Co-Collateral Agents hereunder and under the other Credit Documents, and each of the Issuing Banks Lender also hereby irrevocably appoints Barclays authorizes, and each holder of any Note by the acceptance of such Note also shall be deemed irrevocably to authorize, the Co-Collateral Agents to act on as its behalf as agent in accordance with the terms hereof and the other Credit Documents. Ally is hereby irrevocably appointed the Administrative Agent hereunder and under the other Credit Documents and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Ally also is hereby irrevocably appointed the Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan other Credit Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) also hereby irrevocably authorizes, and each holder of any Note by the Issuing Banks hereby acceptance of such Note also shall be deemed irrevocably appoints and authorizes to authorize, the Collateral Agent to act as its agent in accordance with the agent 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. Except for Section 9.7, the provisions of such Lender this Section 9 are solely for the benefit of the Agents and such Issuing Bank for purposes the Lenders and no Credit Party shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant 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 the Security Documents to secure Borrower or any of the Obligations, together with such powers and discretion as are reasonably incidental theretoits Subsidiaries. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Agent, shall be entitled Co-Collateral Agents and the Collateral Agent, without consent of or notice to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agentsany party hereto, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute assign any and all documents (including releases) with respect of its rights or obligations hereunder to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsits Affiliates.

Appointment of Agents. Each of PNC Capital Markets, LLC is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes PNC Capital Markets, LLC to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. PNC Capital Markets, LLC is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes PNC Capital Markets, LLC to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). 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 Holdings or any of its Subsidiaries. The Syndication Agent and each of the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arranger, the Bookrunner, the Syndication Agent and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arranger, the Bookrunner, Syndication Agent and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arranger, the Bookrunner, the Syndication Agent nor the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of Barclays Bank PLC is hereby appointed Administrative Agent hereunder and under the Lenders other Loan Documents and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Bank PLC, in such capacity, to act on as its behalf as agent in accordance with the Administrative Agent terms hereof and the other Loan Documents. Barclays Bank PLC is hereby appointed Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including Lender hereby authorizes Barclays Bank PLC, in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent such capacity, to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Xxxxxx Xxxxxxx is hereby appointed Syndication Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Xxxxxx Xxxxxxx, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank PLC is hereby appointed Documentation Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank PLC, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 9.01 are solely for the benefit of Agents and Lenders and no 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 Borrower, Holdings or any of their 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 Xxxxxx Xxxxxxx, in its capacity as Syndication Agent, nor Barclays Bank PLC, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.01.

Appointment of Agents. Each (a) Gxxxxxx Sxxxx is hereby appointed Syndication Agent hxxxxxxxx, and each Lender hereby authorizes Gxxxxxx Sxxxx to act as Syndication Agent in accordance with the terms hereof and the other Transaction Documents. 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 Lenders Closing Date, Gxxxxxx Sxxxx, in its capacity as Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this Section 10. The Syndication Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Borrower. (b) GS ASL LLC is hxxxxx appointed the Administrative Agent hereunder and under the other Transaction Documents and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GS ASL LLC to act on its behalf as the Administrative Agent in accordance with the terms hereof and the other Transaction Documents. (c) State Street Bank and Trust Company is hxxxxx appointed the Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and other Transaction Documents to which the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documentsis a party, and each of Lender hereby authorizes it to act as Collateral Agent in accordance with the Lenders (including in its capacities as terms hereof and thereof. State Street Bank and Trust Company is hereby appointed the Collateral Administrator hereunder and under the other Transaction Documents to which the Collateral Administrator is a Lender Counterparty or potential Lender Counterparty) party, and each of Lender hereby authorizes it to act as Collateral Administrator in accordance with the Issuing Banks terms hereof and thereof. (d) Gxxxxxx Sxxxx is hereby irrevocably appoints appointed the Calculation Agent hereunder and under the other Transaction Documents and each Lender hereby authorizes the Collateral Agent Gxxxxxx Sxxxx to act as the agent Calculation Agent in accordance with the terms hereof and the other Transaction Documents (e) Each Agent hxxxxx agrees to act in its capacity as such upon the express provisions contained herein and the other Transaction Documents to which it is a party, as applicable. The provisions of such Lender this Section 10 are solely for the benefit of Agents and such Issuing Bank for purposes the Lenders and no Credit Party shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant provisions of this Section 10. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lxxxxxx and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Credit Party. No implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Transaction Document or otherwise exist against any Agent. It is understood and agreed that the use of the term “agent” herein or in any Transaction Documents (or any other similar term) with reference to the Security Documents to secure any of Calculation Agent, the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionAdministrative Agent, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral Custodian, the Collateral Administrator or the Accounts Securities Intermediary is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any portion thereof) applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements, powers and rights granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Agents in the Transaction Documents shall not be construed as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsduties.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks GE Capital is hereby irrevocably appoints Barclays appointed to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Lenders as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” Agent under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. The provisions of this Section 9.2 are solely for the benefit of Agents and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of or shall otherwise be affected by any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agents shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agents shall be mechanical and administrative in nature and Agents shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of their Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Agent shall request instructions from Requisite Lenders, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Supermajority Tranche A Revolving Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Tranche A Lenders, Requisite Tranche B Lenders, Supermajority Tranche A Revolving Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agents shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agents, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of Agents, expose Agents to Environmental Liabilities or (c) if Agents shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agents as a result of Agents acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders, Supermajority Tranche A Revolving Lenders, Requisite Tranche A Lenders, Requisite Tranche B. Lenders, Supermajority Tranche B Revolving Lenders or all affected Lenders, as applicable. As among Agents and Lenders, in determining whether a Material Adverse Effect has occurred, such determination shall be made by Agents or Requisite Lenders.

Appointment of Agents. Each of the Lenders DBCI is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf as 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 Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. CIT is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes such Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. GECC is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes such Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. ML Capital is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes such 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 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 such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent and the Co-Documentation Agents, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion neither GSCP, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, nor CIT, in its capacity as “collateral agent” and any coCo-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Documentation Agent, nor GE Capital, in its 111 capacity as Co-Documentation Agent, nor ML Capital, in its capacity as Co-Documentation Agent shall have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each 7.1 The Issuer has initially appointed as its agents the persons named as Issuing and Paying Agent, Calculation Agent, Registrar and Transfer Agent in the Agency Agreement, each acting through its Specified Office set out therein. The Issuer reserves the right, at any time, to vary or terminate the appointment of any Agent and to appoint replacement or additional Agents provided that it will at all times maintain any Agent required by the Conditions to be maintained. Notice of any termination or appointment of Agents and of any changes in their respective Specified Offices will be given to the Certificateholders promptly by the Trustee in accordance with Condition 16 (Notices). 7.2 The Delegate may receive notices addressed to the Trustee issued under or pursuant to any Transaction Document by any party to a Transaction Document and has the power at the cost of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays Issuer to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty appoint experts or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties other third parties pursuant to the Security Documents to secure any Agency Agreement, for and on behalf of the Obligations, together with such powers Trustee. 7.3 At any time after a Dissolution Event has occurred or the Certificates shall otherwise have become due and discretion as are reasonably incidental thereto. In this connectionrepayable or the Trustee or the Delegate shall have received any money which it proposes to pay under Clause 10 (Application of Monies) to the Certificateholders, the Collateral AgentDelegate may: (a) by notice in writing to each Agent (copied to the Issuer) require each Agent and, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed until notified in writing by the Administrative Agent pursuant Delegate to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral contrary, and so far as permitted by applicable law: (or any portion thereofi) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction to act thereafter as agent of the Administrative Agent, shall Delegate in relation to payments to be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any made by or on behalf of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with Delegate under the provisions of this Deed mutatis mutandis on the terms provided in the Agency Agreement (save that the Delegate's liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of each Agent shall be limited to the other Loan Documentsamounts for the time being held on the trusts of this Deed relating to the Certificates and available for such purpose) and thereafter to hold all Certificates and all sums, documents and records held by them in respect of Certificates on behalf of the Delegate; or (ii) to deliver up all Certificates and all sums, documents and records held by them in respect of Certificates to the Delegate or as the Delegate shall direct in such notice or subsequently, provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation; and/or (b) by notice in writing to the Issuer, require it to make all subsequent payments in respect of the Certificates to or to the order of the Delegate; with effect from the issue of any such notice to the Issuer and until such notice is withdrawn, proviso (i) to Clause 5.1(f) of this Deed relating to the Certificates shall cease to have effect.