Common use of Borrower Representative Clause in Contracts

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Additional Borrower hereby irrevocably designates and appointed by each of appoints the other Borrowers Parent Borrower as its agent, attorney-in-fact and legal representative and agent on its behalf (the “Borrower Representative”) for all purposes hereunder, including delivering borrowing and (ii) accepts such appointment as the Borrower Representativeconversion notices, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, give prepaying and receive reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices and notices, consents or other communications hereunder or under any of the other Credit Documents Loan Documents; and take taking all other actions (including in respect of compliance with covenants) on behalf of any such Additional Borrower or Borrowers under the Credit Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Parent Borrower Representative on behalf of any Additional Borrower as a notice or communication from all Borrowerssuch Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. This power-of-attorney is coupled with an interest and cannot be revokedAny action, modified notice, delivery, receipt, acceptance, approval, rejection or amended without the prior written consent any other undertaking under any of the Required Lenders. The Administrative Agent Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made agent on behalf of a Borrower by the Borrower Representative such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Borrower Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. (b) Each Additional Borrower that is not an Excluded Foreign Subsidiary hereby severally agrees to indemnify each Lender and the Administrative Agent and hold each Lender and the Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders and the Administrative Agent by such Additional Borrower or by any third party whosoever, arising from or incurred by reason of the Lenders’ or the Administrative Agent’s relying on any instructions of the Parent Borrower on behalf of such Additional Borrower, except that such Additional Borrower will have no liability under this subsection 2.27(b) with respect to any liability that is found by a court of competent jurisdiction in a final, nonappealable determination to have resulted from the gross negligence or willful misconduct of such Lender or the Administrative Agent or such Lender or the Administrative Agent’s material breach of this Agreement. The agreements in this Section 2.27(b) shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder

Borrower Representative. To facilitate administration of the Loans, the Swiss Borrower Representative designates CGI Borrower (aand any Successor Borrower thereto) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) for all purposes under the Credit Documents, including requests for Loans and (ii) accepts such appointment as Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, requests for waivers, amendments or other accommodations, actions under the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants), and all other dealings with the applicable Agent, the Letter of Credit Issuer, the Swingline Lender or any Lender. CGI Borrower hereby accepts such appointment as Borrower Representative. The Agents, the Letter of Credit Issuer, the Swingline Lender and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower. The Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders may give any notice to, or communication with, a Borrower hereunder to the Borrower Representative on behalf of such Borrower. Each of the Administrative Agent, Letter of Credit Issuer, the Swingline Lender and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or Borrowers all purposes under the Credit Documents. The Administrative Agent and each Lender may regard any notice or Anything contained herein to the contrary notwithstanding, no Borrower (other communication pursuant to any Credit Document from than the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative Representative) shall be deemed for all purposes authorized to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified request any Borrowing or amended Letter of Credit hereunder without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such CGI Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Additional Borrower hereby irrevocably designates and appointed by each of appoints the other Borrowers Parent Borrower as its agent, attorney-in-fact and legal representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representativefor all purposes hereunder, in each case and with full power and authority to issueincluding delivering Committed Loan Notices, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, give prepaying and receive reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices and notices, consents or other communications hereunder or under any of the other Credit Documents Loan Documents; and take taking all other actions (including in respect of compliance with covenants) on behalf of any such Additional Borrower or Borrowers under the Credit Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Parent Borrower Representative on behalf of any Additional Borrower as a notice or communication from all Borrowerssuch Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. This power-of-attorney is coupled with an interest and cannot be revokedAny action, modified notice, delivery, receipt, acceptance, approval, rejection or amended without the prior written consent any other undertaking under any of the Required Lenders. The Administrative Agent Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made agent on behalf of a Borrower by the Borrower Representative such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Borrower Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. (b) Each Additional Borrower that is not an Excluded Foreign Subsidiary hereby severally agrees to indemnify each Lender and the Administrative Agent and hold each Lender and the Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders and the Administrative Agent by such Additional Borrower or by any third party whosoever, arising from or incurred by reason of the Lenders’ or the Administrative Agent’s relying on any instructions of the Parent Borrower on behalf of such Additional Borrower, except that such Additional Borrower will have no liability under this subsection 2.27(b) with respect to any liability that is found by a court of competent jurisdiction in a final, nonappealable determination to have resulted from the gross negligence or willful misconduct of such Lender or the Administrative Agent or such Lender or the Administrative Agent’s material breach of this Agreement. The agreements in this Section 2.27(b) shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder

Borrower Representative. To facilitate administration of the Loans, the Each Borrower Representative hereby irrevocably appoints and designates Parent (a“Borrower Representative”) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (for all purposes under the “Borrower Representative”) Loan Documents, including requests for Loans and (ii) accepts such appointment as Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants), and all other dealings with the Lenders, the L/C Issuers and/or the Administrative Agent. Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the L/C Issuers and the Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Representative on behalf of any Borrower or Borrowers under the Credit DocumentsBorrowers. The Each of the Lenders, the L/C Issuers and/or the Administrative Agent and each Lender may regard give any notice or other communication pursuant with the Borrowers (or any one or more of them) hereunder to any Credit Document from the Borrower Representative as a notice on behalf of such Borrower or communication from all Borrowers. Each warrantyof the Lenders, covenantthe L/C Issuers and/or the Administrative Agent shall have the right, in its discretion, to deal exclusively with Borrower Representative for any or all purposes under the Loan Documents. Each of the Borrowers agrees that any notice, election, communication, representation, agreement and or undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerit.

Borrower Representative. To facilitate administration of the Loans, Each Borrower hereby designates and appoints the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its agent, attorney-in-fact and legal representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representativefor all purposes, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, including issuing Committed Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Notices; delivering Compliance Certificates, and to give ; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, give prepaying and receive reducing loans, commitments, or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices and notices, consents or other communications hereunder or under any of the other Credit Documents Loan Documents; and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or the Borrowers under the Credit Loan Documents; provided, however, that any amounts paid by the Borrower Representative on behalf of another Borrower shall be deemed a payment by such other Borrower. The Borrower Representative hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified one or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative more Borrowers as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Borrower Representative in respect of the Obligations of any Borrower shall be deemed, where applicable, to be made in the Borrower Representative’s capacity as representative and agent on behalf of the applicable Borrower or Borrowers, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Borrowers and shall be binding upon and enforceable against such Borrowers to the same extent as if the same had been made directly by such Borrowers.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of Each US Borrower hereby designates Exopack Op Co (the other Borrowers “US Borrower Representative”) as its representative and agent on its behalf (for the “Borrower Representative”) purposes of issuing Notices of US Tranche A Revolving Credit Advances, Notices of US Tranche A1 Revolving Credit Advances and (ii) accepts such appointment as the Borrower RepresentativeNotices of Conversion/Continuation, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the US Tranche A Loans and US Tranche A1 Loans, give selecting interest rate options, requesting issuance of US Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any US Borrower or US Borrowers under the Credit Loan Documents. The Administrative Agent US Borrower Representative hereby accepts such appointment. US Agent, each US Tranche A Lender and each US Tranche A1 Lender may regard any notice or other communication pursuant to any Credit Loan Document from the US Borrower Representative as a notice or communication from all US Borrowers. Each warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the US Borrower Representative shall be deemed for all purposes to have been made by such US Borrower and shall be binding upon and enforceable against such US Borrower to the same extent as it if the same had been made directly by such US Borrower. This power-of-attorney is coupled . (b) Each Canadian Borrower hereby designates Exopack Canada (the “Canadian Borrower Representative”) as its representative and agent on its behalf for the purposes of issuing Notices of Canadian Tranche A Revolving Credit Advances, Notices of Canadian Tranche A1 Revolving Credit Advances and Notices of Continuations/Conversions, giving instructions with an interest and cannot be revoked, modified or amended without respect to the prior written consent disbursement of the Required Lendersproceeds of the Canadian Tranche A Loans and Canadian Tranche A1 Loans, requesting issuance of Canadian Letters of Credit, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Canadian Borrower or Canadian Borrowers under the Loan Documents. The Administrative Agent Canadian Borrower Representative hereby accepts such appointment. Canadian Agent, each Canadian Tranche A Lender and each Canadian Tranche A1 Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Canadian Borrower Representative as a notice or communication from all Canadian Borrowers. Each warranty, covenant, agreement and undertaking made on its behalf of a Borrower by the Canadian Borrower Representative shall be deemed for all purposes to have been made by such Canadian Borrower and shall be binding upon and enforceable against such Canadian Borrower to the same extent as it if the same had been made directly by such Canadian Borrower.

Borrower Representative. To facilitate administration Each of the Loans, Borrower and the Co-Borrower hereby irrevocably appoints and designates the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) as its representative and (ii) accepts such appointment as the Borrower Representative, in each case agent for all purposes under this Agreement and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under ), and all other dealings with the Credit DocumentsLenders, the Issuing Lender and/or the Agents. The Administrative Agent Borrower Representative hereby irrevocably accepts such appointment. Each of the Lenders, the Issuing Lender and each Lender may regard the Agents shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication pursuant to (including any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower borrowing) delivered by the Borrower Representative on behalf of the Borrower and/or the Co-Borrower. Each of the Lenders, the Issuing Lender and/or the Agents may give any notice or communication to the Borrowers (or any one or more of them) hereunder to the Borrower Representative on behalf of the Borrowers (or any one of them). Each of the Lenders, the Issuing Lender and/or the Agents shall be deemed have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes to have been made by such under the Loan Documents. Each of the Borrower and the Co-Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Representative shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerit.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers Each Credit Party hereby designates Intersections as its representative and agent on its behalf (for the “Borrower Representative”) and (ii) accepts such appointment as purposes of issuing the Borrower RepresentativeBorrowing Request Notice, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Term Loans, give selecting interest rate options, delivering financial statements and receive other financial information, delivering Compliance Certificates, giving and receiving all other notices notices, communications and consents hereunder or under any of the other Credit Loan Documents, executing Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers Credit Party under the Credit Loan Documents. The Borrower Representative hereby accepts such appointment. The Administrative Agent and each Term Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all BorrowersCredit Parties, and may give any notice or communication required or permitted to be given to any Credit Party hereunder to the Borrower Representative on behalf of such Credit Party or Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower Credit Party and shall be binding upon and enforceable against such Borrower Credit Party to the same extent as if the same had been made directly by such BorrowerCredit Party. This power-of-attorney is coupled with an interest and canThe Borrower Representative shall not be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant liable to any Credit Document from Party for any action taken or not taken by it (i) with the consent or at the request of another Credit Party or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable order; provided that the provisions of this sentence are intended solely for the benefit of the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf shall in no respect limit the obligations and liabilities of a Borrower by any Credit Party (including the Borrower Representative shall be deemed for all purposes Representative) to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerany Secured Party.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) The U.S. Borrower is designated and hereby appointed by each of the other Borrowers as its contractual representative and agent on its behalf (herein referred to as the “Borrower Representative”) hereunder and (ii) accepts such appointment under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower Representativewith the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Section 9.18. Additionally, in each case and with full power and authority the Borrowers hereby appoint the Borrower Representative as their agent to issue, execute, deliver and acknowledge as appropriate, Loan make any Borrowing Requests, notices of election and make including designating the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement relevant Borrower account for receipt of the proceeds of the any Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice the Lenders, and their respective officers, directors, agents or other communication pursuant employees, shall not be liable to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower for any action taken or omitted to be taken by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to or the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication Borrowers pursuant to any Credit Document from this Section 9.18. (b) The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as a notice are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative. (c) Each Belgian Loan Party agrees, and hereby undertakes, to ratify and to confirm each decision taken or action performed by the U.S. Borrower on its behalf as Borrower Representative shall be deemed for all purposes in the exercise or purported exercise of the powers granted pursuant to have been made by such Borrower and shall be binding upon and enforceable against such Borrower this Section 9.18, to the same extent as if such ratification and confirmation is necessary under Belgian law to ensure the same had been made directly by validity and the binding character vis-à-vis such BorrowerBelgian Loan Party of the decision or action concerned.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower hereby appoints and designates Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent and attorney-in-fact, with power of substitution, to act on its behalf (for any and all purposes with respect to the “Facility Documents. Borrower Representative”) Representative shall have authority to exercise on behalf of such Borrower all rights and (ii) accepts such appointment as the Borrower Representativepowers that it deems, in each case and its sole discretion, necessary, incidental or convenient in connection with full power and the Facility Documents, including the authority to issue, execute, deliver and acknowledge as appropriate, Loan issue Advance Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the LoansAdvances, give and receive all other notices and consents hereunder or under any of the other Credit Facility Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. Borrower Representative xxxxxx accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Credit Facility Document from the Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Borrower. This power-of-attorney is coupled with Upon any such termination of Borrower Representative’s designation hereunder, any obligation of Borrower Representative under the Facility Documents shall cease to be an interest obligation of Borrower Representative and cannot shall be revoked, modified or amended without the prior written consent deemed to be an obligation of the Required Lendersapplicable Borrower. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall forward to each applicable Borrower any notices, invoices and other information requested by or received from Administrative Agent or any Lender immediately upon receipt by Borrower Representative. Borrower Representative may not resign nor be deemed for all purposes to have been made removed from acting in its capacity as representative and agent and attorney-in-fact of each Borrower by such any Borrower and shall be binding upon and enforceable against such Borrower to so long as the same extent as if the same had been made directly by such BorrowerFacility Documents remain in effect.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers Each Credit Party hereby irrevocably designates Parent as its representative and agent on its behalf (the “Borrower Representative”) and for the purpose of (i) requesting on such Borrower’s behalf borrowings of US Revolving Loans or Canadian Revolving Loans, as applicable, (ii) accepts such appointment the continuation and/or conversion of US Revolving Loans or Canadian Revolving Loans, as the Borrower Representativeapplicable, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give (iii) giving instructions with respect to the disbursement of the proceeds of the US Revolving Loans or Canadian Revolving Loans, give as applicable, to be made to US Borrowers or Canadian Borrowers, as applicable, (iv) selecting interest rate options for US Borrowers or Canadian Borrowers, as applicable, (v) requesting US Revolving Letter of Credit Accommodations or LC Facility Letters of Credit, as applicable, for the account of US Borrowers or Canadian Borrowers, as applicable, and receive (vi) giving and receiving on Credit Parties’ behalf all other notices and consents hereunder or under any of the other Credit Documents Financing Agreements and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit DocumentsFinancing Agreements. The Administrative Borrower Representative hereby accepts such appointment. Each Agent and each Lender may regard any notice or other communication pursuant to any Credit Document Financing Agreement from the Borrower Representative as a notice or communication from all the applicable Borrowers, and may give any notice or communication required or permitted to be given to any Credit Party or Credit Parties hereunder to the Borrower Representative on behalf of such Credit Party or Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower Credit Party and shall be binding upon and enforceable against such Borrower Credit Party to the same extent as if the same had been made directly by such BorrowerCredit Party. This power-of-attorney is coupled with an interest and canappointment of Parent as Borrower Representative may not be revokedterminated, modified rescinded or amended changed without the prior written consent of each Agent, provided that upon any Agent’s request, the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Parties shall designate an alternative Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes satisfactory to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerAgent.

Borrower Representative. To facilitate administration of Each Borrower hereby irrevocably appoints Anixter as the Loans, the Borrower Representative (a) is designated borrowing agent and appointed by each of the other attorney-in-fact for all Borrowers as its representative and agent on its behalf (the “Borrower Representative”) which appointment shall remain in full force and (ii) accepts effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment as has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative, in each case and Representative (a) to provide Administrative Agent with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, all notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to Revolving Loans and Letters of Credit obtained for the disbursement benefit of the proceeds of the Loans, give any Borrower and receive all other notices and consents hereunder or instructions under any of this Agreement and the other Credit Loan Documents (and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower instruction provided by the Borrower Representative shall be deemed for all purposes to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Borrower Representative in accordance with the terms hereof shall be deemed to have been made by given to each Borrower), and (c) to take such Borrower and shall be binding upon and enforceable against such Borrower to the same extent action as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a notice or communication from all Borrowersresult hereof. Each warrantyBorrower expects to derive benefit, covenantdirectly or indirectly, agreement from the handling of the Loan Account and undertaking the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on behalf any instructions of a Borrower by the Borrower Representative shall be deemed for all purposes Representative, except that Borrowers will have no liability to the relevant Administrative Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have been made by resulted solely from the gross negligence or willful misconduct of such Borrower and shall be binding upon and enforceable against such Borrower to Administrative Agent-Related Person or Lender-Related Person, as the same extent as if the same had been made directly by such Borrowercase may be.

Borrower Representative. To facilitate administration Each Borrower, by its execution of the Loansthis Agreement, irrevocably appoints the Borrower Representative to act on its behalf as its agent in relation to the Credit Documents and irrevocably authorizes: ​ (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “The Borrower Representative”, on such Borrower’s behalf, to supply all information concerning itself contemplated by this Agreement to Agents and Lenders and to give and receive all notices, instructions and other communications, to sign all certificates, to make such agreements and to effect the relevant amendments, supplements, variations and waivers capable of being given, made or effected by any Borrower, notwithstanding that they may affect such Borrower, without further reference to or the consent of such Borrower; and (b) Agents and (ii) accepts Lenders to give any notice, demand or other communication to such appointment as Borrower pursuant to the Credit Documents to the Borrower Representative, and in each case and with full power and authority to issue, execute, deliver and acknowledge such Borrower shall be bound as appropriate, Loan Requests, notices of election and make though such Borrower itself had given the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder instructions or ​ executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. ​ Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice, instruction or other communication given or made by Borrower Representative or given to Borrower Representative under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) Document on behalf of another Borrower (whether or not known to any other Borrower and whether occurring before or Borrowers after such other Borrower became a Borrower under any Credit Document) shall be binding for all purposes on such Borrower as if such Borrower had expressly agreed, executed, made, given or concurred with it or received the Credit Documents. The Administrative Agent and each Lender may regard any notice relevant notice, demand or other communication pursuant to communication. In the event of any Credit Document from the conflict between any notices or other communications of Borrower Representative as a notice or communication from all Borrowers. Each warrantyand any other Borrower, covenant, agreement and undertaking made on behalf those of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerprevail. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.​

Borrower Representative. To facilitate administration Each Borrower, by its execution of the Loansthis Agreement, irrevocably appoints the Borrower Representative to act on its behalf as its agent in relation to the Credit Documents and irrevocably authorizes: (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “The Borrower Representative”, on such Bxxxxxxx’s behalf, to supply all information concerning itself contemplated by this Agreement to Agents and Lenders and to give and receive all notices, instructions and other communications, to sign all certificates, to make such agreements and to effect the relevant amendments, supplements, variations and waivers capable of being given, made or effected by any Borrower, notwithstanding that they may affect such Borrower, without further reference to or the consent of such Borrower; and (b) Agents and (ii) accepts Lenders to give any notice, demand or other communication to such appointment as Borrower pursuant to the Credit Documents to the Borrower Representative, and in each case and with full power and authority to issue, execute, deliver and acknowledge such Borrower shall be bound as appropriate, Loan Requests, notices of election and make though such Borrower itself had given the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice, instruction or other communication given or made by Borrower Representative or given to Borrower Representative under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) Document on behalf of another Borrower (whether or not known to any other Borrower and whether occurring before or Borrowers after such other Borrower became a Borrower under any Credit Document) shall be binding for all purposes on such Borrower as if such Borrower had expressly agreed, executed, made, given or concurred with it or received the Credit Documents. The Administrative Agent and each Lender may regard any notice relevant notice, demand or other communication pursuant to communication. In the event of any Credit Document from the conflict between any notices or other communications of Borrower Representative as a notice or communication from all Borrowers. Each warrantyand any other Borrower, covenant, agreement and undertaking made on behalf those of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerprevail.

Borrower Representative. To facilitate administration of Each Borrower hereby designates the Loans, the Parent Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) for all purposes under the Loan Documents, including requests for Loans and (ii) accepts such appointment as Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base Certificates and financial reports, requests for waivers, amendments or other accommodations, actions under the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants), and all other dealings with the Agent, the Issuing Banks, any Lender or the Swingline Lender. The Borrower Representative hereby accepts such appointment as Borrower Representative. The Agent, the Issuing Banks, the Lenders and the Swingline Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower or Borrowers under the Credit DocumentsBorrower. The Administrative Agent Agent, the Issuing Banks, the Lenders and each the Swingline Lender may regard give any notice or other communication pursuant with a Borrower hereunder to any Credit Document from the Borrower Representative as a notice or communication from all Borrowerson behalf of such Borrower. Each warrantyof the Agent, covenantthe Issuing Banks, the Lenders and the Swingline Lender shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement and or undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower it. Anything contained herein to the same extent as if contrary notwithstanding, no Borrower (other than the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot Borrower Representative) shall be revoked, modified authorized to request any Borrowing or amended Letter of Credit hereunder without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerRepresentative.

Borrower Representative. To facilitate administration Each Borrower hereby irrevocably appoints Parent and Parent agrees to act under this Agreement, as the agent and representative of the Loansitself and each other Borrower for all purposes under this Agreement (in such capacity, the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “"Borrower Representative”"), including requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, and (ii) accepts such appointment as the shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Borrower Representative, whether in each case and with full power and authority to issueits own name, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under on behalf of "the Credit Documents. The Administrative Borrowers," and Agent and each Lender may regard shall have no obligation to make any notice inquiry or other communication pursuant to request any Credit Document confirmation from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any other Borrower by as to the Borrower Representative shall be deemed for all purposes to have been made by binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion/Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers' liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be binding upon construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by "a Borrower" hereunder. Agent may maintain a single Loan Account in the name of "Alpharma Inc." hereunder, and enforceable against each Borrower expressly agrees to such Borrower to arrangement and confirms that such arrangement shall have no effect on the same extent as if the same had been made directly by joint and several character of such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without 's liability for the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerObligations.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower Representative (a) is designated and appointed by each of the other Borrowers hereby designates Contango as its representative and agent on its behalf (for the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representativepurposes of issuing Notices of Borrowing, in each case and with full power and authority to issueNotices of Conversion or Continuations, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the LoansAdvances, give selecting interest rate options, requesting, extending, increasing Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Loan Documents. The Borrower Representative hereby accepts such appointment. Administrative Agent Agent, Issuing Lender and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Additional Borrower hereby irrevocably designates and appointed by each of appoints the other Borrowers Parent Borrower as its agent, attorney-in-fact and legal representative and agent on its behalf (the “Borrower Representative”) for all purposes hereunder, including delivering borrowing and (ii) accepts such appointment as the Borrower Representativeconversion notices, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, give prepaying and receive reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices and notices, consents or other communications hereunder or under any of the other Credit Documents Loan Documents; and take taking all other actions (including in respect of compliance with covenants) on behalf of any such Additional Borrower or Borrowers under the Credit Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Parent Borrower Representative on behalf of any Additional Borrower as a notice or communication from all Borrowerssuch Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. This power-of-attorney is coupled with an interest and cannot be revokedAny action, modified notice, delivery, receipt, acceptance, approval, rejection or amended without the prior written consent any other undertaking under any of the Required Lenders. The Administrative Agent Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made agent on behalf of a Borrower by the Borrower Representative such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Borrower Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. (b) Each Additional Borrower that is not an Excluded Foreign Subsidiary hereby severally agrees to indemnify each Lender and the Administrative Agent and hold each Lender and the Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders and the Administrative Agent by such Additional Borrower or by any third party whosoever, arising from or incurred by reason of the Lenders’ or the Administrative Agent’s relying on any instructions of the Parent Borrower on behalf of such Additional Borrower, except that such Additional Borrower will have no liability under this Section 2.27(b) with respect to any liability that is found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender or the Administrative Agent or such Lender or the Administrative Agent’s material breach of this Agreement.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Borrower hereby designates, appoints, authorizes and appointed by each of the other Borrowers empowers Borrower Representative as its representative agent to act as specified in this Agreement and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and Borrower Representative hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs Borrower Representative to take all such action on its behalf under the provisions of this Agreement and the other Credit Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Borrower Representative by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower’s behalf: (including in respect of compliance with covenantsi) to submit and receive on behalf of each Borrower, Notices and all other notices to any Agent and Lenders (as applicable) in accordance with the provisions of this Agreement; and (ii) to submit on behalf of each Borrower, Compliance Certificates and all other certificates, notices and other communications given or required to be given hereunder. (b) Borrower or Borrowers Representative hereby further is authorized and directed by each Borrower (as applicable) to take all such actions on behalf of such Borrower necessary to exercise the specific power granted in clauses (i) through (iii) above and to perform such other duties hereunder and under the other Credit Documents. , and deliver such agreements, documents, certificates and instruments as delegated to or required of Borrower Representative by the terms hereof or thereof. (c) The administration by Administrative Agent and each Lenders of the credit facility provided hereunder as a facility with a borrower representative and co-borrowers with respect to the Loans in the manner set forth herein is solely as an accommodation to the Credit Parties and at their request and neither any Agent nor any Lender may regard shall incur any notice or other communication pursuant liability to any Credit Document from the Borrower Representative Party as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerresult thereof.

Borrower Representative. To facilitate administration of the Loans, the The Initial Borrower Representative hereby (ai) is designated and appointed by each of the other Borrowers Borrower as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) and (ii) accepts such appointment as the initial Borrower Representative, in each case case, for the purposes of taking any and with full power and authority all actions contemplated to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make be taken by the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder Borrower Representative or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) Borrower on behalf of any Borrower or the Borrowers under the Credit Loan Documents. The Administrative Agent Agent, the Collateral Agent, the L/C Issuers and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative that is permitted or required to be delivered by the Borrower Representative pursuant to any Loan Document as a notice or communication from all Borrowers. Each warrantyBorrowers or the applicable Borrower, covenant, agreement and undertaking made on behalf of any Borrower by as the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender case may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowersbe. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. The Borrowers may designate a replacement Borrower Representative at any time upon five (5) Business Days’ prior written notice to the Administrative Agent. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Collateral Agent, the L/C Issuers and the Lenders thereof. For the avoidance of doubt, each Borrower shall be jointly and severally liable with the other Borrowers for all Obligations hereunder.

Borrower Representative. To facilitate administration Each of the LoansBorrowers hereby appoints Holdings as its non-exclusive representative and grants to Holdings an irrevocable power of attorney to act as its attorney-in-fact, the Borrower Representative (a) is designated with regard to all matters relating to this Agreement and appointed by each of the other Borrowers Loan Documents, including, without limitation, execution and delivery of any Borrowing Request, and amendments, supplements, waivers or other modifications hereto or thereto, receipt of any notices hereunder or thereunder and receipt of service of process in connection herewith or therewith and making all elections as its representative to interest rates and agent on its behalf interest payment dates (in such capacity, Holdings is referred to herein as the “Borrower Representative”) ). The Administrative Agent and (ii) accepts such appointment as the Lenders shall be entitled to rely exclusively on the Borrower Representative, ’s authority to act in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth thereininstance without inquiry or investigation, and certificates including Compliance Certificateseach of the Borrowers hereby agrees to indemnify and hold harmless the Administrative Agent and the Lenders for any losses, costs, delays, errors, claims, penalties or charges arising from or out of the Borrower Representative’s actions pursuant to this Section 2.23 and the Administrative Agent’s and the Lenders’ reliance thereon and hereon. Notice from the Borrower Representative shall be deemed to give instructions with respect be notice from all of the Borrowers and the other Loan Parties and notice to the disbursement of Borrower Representative shall be deemed to be notice to all the proceeds of the Loans, give Borrowers and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit DocumentsLoan Parties. The Administrative Agent and each Lender may regard of the Lenders agree that any notice thereby to any Borrower or other communication pursuant Loan Party will copy, or be directed to, the Borrower Representative. The Borrower Representative may, from time to time, designate the Company or any Credit Document from other Loan Party reasonably satisfactory to the Administrative Agent as the Borrower Representative as a in lieu of Holdings by delivering written notice or communication from all Borrowers. Each warrantyto the Administrative Agent, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative which notice shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney effective three (3) Business Days after it is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerdelivered.

Borrower Representative. To facilitate administration of Each Borrower hereby irrevocably appoints PHI as the Loans, the Borrower Representative (a) is designated borrowing agent and appointed by each of the other attorney-in-fact for all Borrowers as its representative and agent on its behalf (the “Borrower Representative”) which appointment shall remain in full force and (ii) accepts effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment as has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative, in each case and Representative (a) to provide Agent with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, all notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to Revolving Loans and Letters of Credit obtained for the disbursement benefit of the proceeds of the Loans, give any Borrower and receive all other notices and consents hereunder or instructions under any of this Agreement and the other Credit Loan Documents (and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower instruction provided by the Borrower Representative shall be deemed for all purposes to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Borrower Representative in accordance with the terms hereof shall be deemed to have been made by given to each Borrower), and (c) to take such Borrower and shall be binding upon and enforceable against such Borrower to the same extent action as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a notice or communication from all Borrowersresult hereof. Each warrantyBorrower expects to derive benefit, covenantdirectly or indirectly, agreement from the handling of the Loan Account and undertaking the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on behalf any instructions of a Borrower by the Borrower Representative shall be deemed for all purposes Representative, except that Borrowers will have no liability to the relevant Agent- Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have been made by resulted solely from the gross negligence or willful misconduct of such Borrower and shall be binding upon and enforceable against such Borrower to Agent-Related Person or Lender-Related Person, as the same extent as if the same had been made directly by such Borrowercase may be.

Borrower Representative. To facilitate administration of Each Borrower hereby irrevocably appoints Holdings as the Loans, the Borrower Representative (a) is designated borrowing agent and appointed by each of the other attorney-in-fact for all Borrowers as its representative and agent on its behalf (the “Borrower Representative”) which appointment shall remain in full force and (ii) accepts effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed as to the Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (a) to provide the Administrative Agent with all requests, in each case and with full power and authority to issuenotices, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, instructions and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give Loans obtained and receive all other notices and consents hereunder or instructions under any this Agreement and (b) to take such action as the Borrower Representative deems appropriate on its behalf with respect to the Loans and to exercise such other powers and take such actions as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the other Credit Documents Loans and take all other actions (including Collateral of the Borrowers in respect a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of compliance with covenants) on behalf of any Borrower or Borrowers under in the Credit Documents. The most efficient and economical manner and at their request, and that the Administrative Agent and each Lender may regard any notice or other communication pursuant the Lenders shall not incur liability to any Credit Document Borrower as a result hereof Each Borrower will derive benefit, directly or indirectly, from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent handling of the Required LendersLoans and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warrantyTO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO DO SO, covenantAND IN CONSIDERATION THEREOF, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.THE BORROWERS HEREBY JOINTLY AND SEVERALLY AGREE TO INDEMNIFY EACH INDEMNITEE AND HOLD EACH INDEMNITEE HARMLESS AGAINST ANY AND ALL LIABILITY, EXPENSE, LOSS OR CLAIM OF DAMAGE OR INJURY, MADE AGAINST ANY INDEMNITEE BY ANY BORROWER OR BY ANY THIRD PARTY WHOMSOEVER, ARISING FROM OR INCURRED BY REASON OF (A) THE ADMINISTRATION OF THE LOANS AND

Borrower Representative. To facilitate administration of Each Borrower hereby irrevocably designates the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers Parent as its representative and agent on its behalf (the “"Borrower Representative”") and (ii) accepts for the purpose of requesting on such appointment Borrower's behalf borrowings of US Revolving Loans or Canadian Revolving Loans, as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth thereinapplicable, and certificates including Compliance Certificatesthe continuation and/or conversion of US Revolving Loans or Canadian Revolving Loans, and to give as applicable, giving instructions with respect to the disbursement of the proceeds of the US Revolving Loans or Canadian Revolving Loans, give as applicable, to be made to US Borrowers or Canadian Borrowers, as applicable, selecting interest rate options for US Borrowers or Canadian Borrowers, as applicable, requesting US Letter of Credit or Canadian Letter of Credit Accommodations, as applicable, for the account of US Borrowers or Canadian Borrowers, as applicable, giving and receive receiving on Borrowers' behalf all other notices and consents hereunder or under any of the other Credit Documents Financing Agreements and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit DocumentsFinancing Agreements. The Administrative Borrower Representative hereby accepts such appointment. The Agent and each Lender may regard any notice or other communication pursuant to any Credit Document Financing Agreement from the Borrower Representative as a notice or communication from all the US Borrowers or Canadian Borrowers, as applicable, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to the Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and canappointment of Parent as Borrower Representative may not be revokedterminated, modified rescinded or amended changed without the prior written consent of Agent, provided that upon Agent's request, the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrowers shall designate an alternative Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes satisfactory to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerAgent.

Borrower Representative. To facilitate administration Each Borrower, by its execution of this Agreement, irrevocably appoints Parent to act on its behalf as its agent in relation to the Loans, the Borrower Representative Credit Documents and irrevocably authorizes: (a) is designated Parent, on any Borrower’s behalf, to supply all information concerning itself contemplated by this Agreement to Administrative Agent and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, Lenders and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all notices, instructions and other communications, to sign all certificates, to make such agreements and to effect the relevant amendments, supplements, variations and waivers capable of being given, made or effected by any Borrower, notwithstanding that they may affect such Borrower, without further reference to or the consent of such Borrower; and (b) Administrative Agent and Lenders to give any notice, demand or other communication to such Borrower pursuant to the Credit Documents to Parent, and in each case such Borrower shall be bound as though such Borrower itself had given the notices and consents hereunder instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice, instruction or other communication given or made by Parent or given to Parent under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) Document on behalf of any another Borrower (whether or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant not known to any other Borrower and whether occurring before or after such other Borrower became a Borrower under any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative Document) shall be deemed binding for all purposes to have been made by on such Borrower and shall be binding upon and enforceable against as if such Borrower to had expressly agreed, executed, made, given or concurred with it or received the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revokedrelevant notice, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice demand or other communication pursuant to communication. In the event of any Credit Document from the Borrower Representative as a notice conflict between any notices or communication from all Borrowers. Each warrantyother communications of Parent and any other Borrower, covenant, agreement and undertaking made on behalf those of a Borrower by the Borrower Representative Parent shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerprevail.

Borrower Representative. To facilitate administration of the Loans, (a) Each Borrower hereby irrevocably appoints and constitutes the Borrower Representative (a) is designated as its agent to request and appointed by each receive the proceeds of advances in respect of the Loans (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Borrowers Loan Documents) from Lenders in the name or on behalf of each such Borrower. Lenders may disburse such proceeds to the bank account of Borrower Representative (or any one or more of the Borrowers) without notice to any other Borrower or any other Person. (b) Each Borrower hereby irrevocably appoints and constitutes the Borrower Representative as its representative agent to (i) receive statements of account and agent on its behalf (the “Borrower Representative”) all other notices from Administrative Agent and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions Lenders with respect to the disbursement of Obligations or otherwise under or in connection with this Agreement and the proceeds of the Loansother Loan Documents, give (ii) execute and receive deliver Compliance Certificates and all other notices notices, certificates and consents hereunder documents to be executed and/or delivered by any Borrower under this Agreement or under any of the other Credit Documents Loan Documents; and take all other actions (including in respect of compliance with covenantsiii) otherwise act on behalf of any such Borrower or Borrowers under pursuant to this Agreement and the Credit other Loan Documents. . (c) The authorizations contained in this Section 10.21 are coupled with an interest and shall be irrevocable, and Administrative Agent and each Lender may regard rely on any notice or other communication pursuant to any Credit Document from notice, request, information supplied by the Borrower Representative as a notice or communication from all Borrowers. Each warrantyRepresentative, covenantevery document executed by the Borrower Representative, every agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made or other action taken by such the Borrower and shall be binding upon and enforceable against such Representative in respect of any Borrower to the same extent as if the same had been were supplied, made directly or taken by such Borrower. This power-of-attorney is coupled with an interest and cannot Without limiting the generality of the foregoing, the failure of one or more Borrowers to join in the execution of any writing in connection herewith shall no relieve any Borrower from obligations in respect of such writing. (d) No purported termination of the appointment of Borrower Representative as agent shall be revoked, modified or amended effective without the prior written consent of Administrative Agent and the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the LoansEach Loan Party and, if applicable, the Borrower Representative general partners (aor general partners of those general partners, as the case may be) is designated and appointed by each of the other Borrowers such Loan Party, hereby designates Kohlberg Kravis Xxxxxxx & Co. L.P. as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) for all purposes under the Loan Documents, including requests for Loans and (ii) accepts such appointment as Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, requests for waivers, amendments or other accommodations, actions under the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender. Kohlberg Kravis Xxxxxxx & Co. L.P. hereby accepts such appointment as Borrower Representative. The Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower or Borrowers under the Credit DocumentsBorrower. The Administrative Agent Agent, the Issuing Banks, the Swingline Lender and each Lender the Lenders may regard give any notice or other communication pursuant with a Borrower hereunder to any Credit Document from the Borrower Representative as a notice or communication from all Borrowerson behalf of such Borrower. Each warrantyof the Administrative Agent, covenantIssuing Banks, the Swingline Lender and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement and or undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerit.

Borrower Representative. To facilitate administration of the Loans, the Swiss Borrower Representative designates CGI Borrower (aand any Successor Borrower thereto) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (in such capacity, the “"Borrower Representative”") for all purposes under the Credit Documents, including requests for Loans and (ii) accepts such appointment as Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, requests for waivers, amendments or other accommodations, actions under the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants), and all other dealings with the applicable Agent, the Letter of Credit Issuer, the Swingline Lender or any Lender. CGI Borrower hereby accepts such appointment as Borrower Representative. The Agents, the Letter of Credit Issuer, the Swingline Lender and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower. The Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders may give any notice to, or communication with, a Borrower hereunder to the Borrower Representative on behalf of such Xxxxxxxx. Each of the Administrative Agent, Letter of Credit Issuer, the Swingline Lender and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or Borrowers all purposes under the Credit Documents. The Administrative Agent and each Lender may regard any notice or Anything contained herein to the contrary notwithstanding, no Borrower (other communication pursuant to any Credit Document from than the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative Representative) shall be deemed for all purposes authorized to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified request any Borrowing or amended Letter of Credit hereunder without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerCGI Xxxxxxxx.

Borrower Representative. To facilitate administration Each Additional Borrower (other than the Initial Borrower and, immediately following consummation of the LoansMerger, the Company) hereby designates the Initial Borrower (and, immediately following consummation of the Merger, the Company) as its Borrower Representative. The Borrower Representative (a) is designated and appointed by will be acting as agent on the behalf of each of the other Additional Borrowers as its representative for the purposes of issuing Notices of Borrowing and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower RepresentativeNotices of Conversions/Continuation of any Loans or similar notices, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, requesting Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of any Borrower or the Borrowers under the Credit Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from Additionally, the Additional Borrowers hereby appoint the Borrower Representative as a notice or communication from their agent to receive and direct all Borrowersof the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Additional Borrower. The Borrower Representative hereby accepts such appointment. Each warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Additional Borrower.

Borrower Representative. To facilitate administration of Each Borrower hereby irrevocably appoints PHI as the Loans, the Borrower Representative (a) is designated borrowing agent and appointed by each of the other attorney-in-fact for all Borrowers as its representative and agent on its behalf (the “Borrower Representative”) which appointment shall remain in full force and (ii) accepts effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment as has been revoked and that another Borrower has been appointed Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative, in each case and Representative (a) to provide Agent with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, all notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to Revolving Loans and Letters of Credit obtained for the disbursement benefit of the proceeds of the Loans, give any Borrower and receive all other notices and consents hereunder or instructions under any of this Agreement and the other Credit Loan Documents (and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower instruction provided by the Borrower Representative shall be deemed for all purposes to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Borrower Representative in accordance with the terms hereof shall be deemed to have been made by given to each Borrower), and (c) to take such Borrower and shall be binding upon and enforceable against such Borrower to the same extent action as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a notice or communication from all Borrowersresult hereof. Each warrantyBorrower expects to derive benefit, covenantdirectly or indirectly, agreement from the handling of the Loan Account and undertaking the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on behalf any instructions of a Borrower by the Borrower Representative shall be deemed for all purposes Representative, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have been made by resulted solely from the gross negligence or willful misconduct of such Borrower and shall be binding upon and enforceable against such Borrower to Agent-Related Person or Lender-Related Person, as the same extent as if the same had been made directly by such Borrowercase may be.

Borrower Representative. To facilitate administration of Each Subsidiary Borrower hereby designates the Loans, the Lead Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) and (ii) accepts such appointment as for all purposes under the Borrower RepresentativeLoan Documents, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the requests for Loans, give designation of interest rates, delivery or receipt of communications, preparation and receive all delivery of financial reports, requests for waivers, amendments or other notices and consents hereunder or accommodations, actions under any of the other Credit Loan Documents and take all other actions (including in respect of compliance with covenants) on behalf of ), and all other dealings with the applicable Administrative Agent or any Lender. The Lead Borrower or Borrowers under the Credit Documentshereby accepts such appointment as Borrower Representative. The Administrative Agent and each Lender may regard the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication pursuant to (including any Credit Document from notice of borrowing) delivered by the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Borrower Representative on behalf of such Borrower. Each of the Administrative Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower it. Anything contained herein to the same extent as if contrary notwithstanding, no Borrower (other than the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot Borrower Representative) shall be revoked, modified authorized to request any Loan or amended Disbursement hereunder without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Lead Borrower.

Borrower Representative. To facilitate administration Each of the LoansBorrowers hereby appoints Borrower Representative as, and Borrower Representative shall act under this Agreement as, the Borrower Representative (a) is designated agent, attorney-in-fact and appointed by each legal representative of the other Borrowers as its representative for all purposes hereunder, including requesting Loans and agent on its behalf (the “Borrower Representative”) Letters of Credit and (ii) accepts such appointment as the Borrower Representative, in each case receiving account statements and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder communications to Borrowers (or under any of them) from Administrative Agent or any Lender. Accordingly, the other Credit Documents parties agree that any and take all other actions (including in respect of compliance with covenants) to be taken hereunder by Borrowers may be taken by Borrower Representative for and on behalf of Borrowers, and any and all notices and communications permitted or required to be made by Administrative Agent or any Lender hereunder to Borrowers, shall be deemed made to each of Borrowers if delivered to Borrower or Borrowers under the Credit DocumentsRepresentative. The Administrative Agent and each Lender and other Agent may regard rely, and shall be fully protected in relying, on any notice Notice, request for a Letter of Credit, disbursement instruction, report, information or any other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warrantymade or given by Borrower Representative or any Borrower, covenantwhether in its own name, agreement and undertaking made on behalf of any other Borrower by or on behalf of “Borrowers”, and none of Administrative Agent, any Lender or other Agent shall have any obligation to make any inquiry or request any confirmation from or on behalf of any other Borrower as to the binding effect on it of any such notice, request, instruction, report, information, other notice or communications. Borrower Representative or any other Borrower may from time to time tender to Administrative Agent and the Lenders, representations or performance of covenants hereunder and take actions in respect of other matters on behalf of Borrowers, and any such representations, performance or actions by Borrower Representative or any Borrower, shall be conclusively deemed for done with the authorization of and on behalf of the other Borrowers, as the circumstances and the specific action taken may indicate. Administrative Agent and each of the Lenders may in all purposes to have been cases rely on communications from, and representations and actions taken by, Borrower Representative or any other Borrower as though given, delivered, made or taken by or from the Borrowers, and all such Borrower communications, representations and actions shall be binding upon and enforceable against each Borrower on whose behalf such Borrower to the same extent as if the same had been made directly communications, representations or actions were purportedly taken by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers Each Credit Party hereby designates Intersections as its representative and agent on its behalf (for the “Borrower Representative”) and (ii) accepts such appointment as purposes of issuing the Borrower RepresentativeBorrowing Request Notice, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Term Loans, give selecting interest rate options, delivering financial statements and receive other financial information, delivering Compliance Certificates, giving and receiving all other notices notices, communications and consents hereunder or under any of the other Credit Loan Documents, executing Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers Credit Party under the Credit Loan Documents. The Borrower Representative hereby accepts such appointment. The Administrative Agent and each Term Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all BorrowersCredit Parties, and may give any notice or communication required or permitted to be given to any Credit Party hereunder to the Borrower Representative on behalf of such Credit Party or Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower Credit Party and shall be binding upon and enforceable against such Borrower Credit Party to the same extent as if the same had been made directly by such BorrowerCredit Party. This power-of-attorney is coupled with an interest and canThe Borrower Representative shall not be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant liable to any Credit Document from Party for any action taken or not taken by it (i) with the consent or at the request of another Credit Party or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable order; provided that the provisions of this sentence are intended solely for the benefit of the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf shall in no respect limit the obligations and liabilities of a Borrower by any Credit Party (including the Borrower Representative shall be deemed for all purposes Representative) to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.any Secured Party. DB1/ 85911004.13

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative 122 (a) is designated Each Borrower hereby designates, appoints, authorizes and appointed by each of the other Borrowers empowers Borrower Representative as its representative agent to act as specified in this Agreement and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and Borrower Representative hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs Borrower Representative to take all such action on its behalf under the provisions of this Agreement and the other Credit Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Borrower Representative by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower’s behalf: (including in respect of compliance with covenantsi) to submit and receive on behalf of each Borrower, Notices and all other notices to any Agent and Lenders (as applicable) in accordance with the provisions of this Agreement; and (ii) to submit on behalf of each Borrower, Compliance Certificates and all other certificates, notices and other communications given or required to be given hereunder. (b) Borrower or Borrowers Representative hereby further is authorized and directed by each Borrower (as applicable) to take all such actions on behalf of such Borrower necessary to exercise the specific power granted in clauses (i) through (iii) above and to perform such other duties hereunder and under the other Credit Documents. , and deliver such agreements, documents, certificates and instruments as delegated to or required of Borrower Representative by the terms hereof or thereof. (c) The administration by Administrative Agent and each Lenders of the credit facility provided hereunder as a facility with a borrower representative and co-borrowers with respect to the Loans in the manner set forth herein is solely as an accommodation to the Credit Parties and at their request and neither any Agent nor any Lender may regard shall incur any notice or other communication pursuant liability to any Credit Document from the Borrower Representative Party as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerresult thereof.

Borrower Representative. To facilitate administration of Each Borrower (other than the Loans, U.S. Borrower) hereby (i) designates the U.S. Borrower as its Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment designates the Parent to act on its behalf. The Borrower Representative and/or Parent will be acting as agent and attorney-in-fact on each Borrower’s behalf for the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, purposes of issuing notices of election Borrowing and make the interest rate elections set forth thereinnotices of conversion/continuation of any Loans pursuant to Section 2.02 or similar notices, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, requesting Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of any Borrower or the Borrowers under the Credit Loan Documents. The Administrative Agent For the purposes of this Section 1.13, each Borrower (other than the U.S. Borrower) hereby relieves the Borrower Representative and each Lender may regard any notice or other communication the Parent to the fullest extent legally possible from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable pursuant to any Credit Document from other applicable law. Each of the Borrower Representative as a notice or communication from all Borrowersand the Parent hereby accepts such appointment. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative or the Parent, as applicable, shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent Agent, the L/C Issuers and each Lender may regard shall be entitled to rely, and shall be fully protected in relying, upon any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative or the Parent and may regard any such notice or other communication as a notice or communication from all BorrowersLoan Parties. Each warrantyExcept as otherwise expressly provided by this Agreement or any Loan Document, covenantthe Administrative Agent, agreement the L/C Issuers and undertaking made on behalf of a the Lenders, and their respective Related Parties, shall not be liable to the Borrower Representative, the Parent or any Borrower for any action taken or omitted to be taken by the Borrower Representative shall be deemed for all purposes Representative, the Parent or the Borrowers pursuant to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerthis Section 1.13.

Borrower Representative. To facilitate administration of Each Subsidiary Borrower hereby designates the Loans, the Lead Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) and (ii) accepts such appointment as for all purposes under the Borrower RepresentativeLoan Documents, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the requests for Loans, give designation of interest rates, delivery or receipt of communications, preparation and receive all delivery of financial reports, requests for waivers, amendments or other notices and consents hereunder or accommodations, actions under any of the other Credit Loan Documents and take all other actions (including in respect of compliance with covenants) on behalf of ), and all other dealings with the applicable Administrative Agent or any Lender. The Lead Borrower or Borrowers under the Credit Documentshereby accepts such appointment as Borrower Representative. The Administrative Agent and each Lender may regard the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication pursuant to (including any Credit Document from notice of borrowing) delivered by the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Borrower Representative on behalf of such Borrower. Each of the Administrative Agent and the Lenders shall have the right, in its discretion, to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower it. Anything contained herein to the same extent as if contrary notwithstanding, no Borrower (other than the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot Borrower Representative) shall be revoked, modified authorized to request any Loan or amended disbursement hereunder without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Lead Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Term/Mortgage Committed Loan RequestsNotices, Floor Plan Committed Loan Notices, requests pursuant to a Floor Plan Automated System and other borrowing requests, interest rate elections, notices of election various events and make the interest rate elections set forth thereinoccurrences required by this Agreement, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may are irrevocably authorized to regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all BorrowersBorrowers or, as the context may require, the applicable Borrowers referred to in such notice or other communication. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, Each Borrower hereby designates and appoints the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its agent, attorney-in-fact and legal representative and agent on its behalf (the “Borrower Representative”) for all purposes, including issuing Committed Loan Notices and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Swing Line Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Notices; delivering Compliance Certificates, and to give ; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, give prepaying and receive reducing loans, commitments, or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices and notices, consents or other communications hereunder or under any of the other Credit Documents Loan Documents; and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or the Borrowers under the Credit Loan Documents; provided, however, that any amounts paid by the Borrower Representative on behalf of another Borrower shall be deemed a payment by such other Borrower. The Borrower Representative hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified one or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative more Borrowers as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. Any action, notice, delivery, receipt, acceptance, approval, rejection or any other undertaking under any of the Loan Documents to be made by the Borrower Representative in respect of the Obligations of any Borrower shall be deemed, where applicable, to be made in the Borrower Representative’s capacity as representative and agent on behalf of the applicable Borrower or Borrowers, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Borrowers and shall be binding upon and enforceable against such Borrowers to the same extent as if the same had been made directly by such Borrowers.

Borrower Representative. To facilitate administration Each Borrower hereby irrevocably appoints Coltec, and Coltec agrees to act under this Agreement, as the agent and representative of the Loansitself and each other Borrower for all purposes under this Agreement (in such capacity, the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”), including requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, and (ii) accepts such appointment as the shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Borrower Representative, whether in each case and with full power and authority to issueits own name, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under on behalf of “the Credit Documents. The Administrative Borrowers,” and Agent and each Lender may regard shall have no obligation to make any notice inquiry or other communication pursuant to request any Credit Document confirmation from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any other Borrower by as to the Borrower Representative shall be deemed for all purposes to have been made by binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be binding upon and enforceable against such construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by “a Borrower” hereunder. In addition to the same extent as if separate accounts to be maintained for the same had been made directly by Loans and Obligations of Xxxxxxx Sealing and the Loans and Obligations of the Excess Collateral Providers pursuant to Section 5.7, Agent may maintain a single Loan Account in the name of “Coltec” or “EnPro” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without ’s liability for the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerObligations.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Credit Party hereby irrevocably appoints and appointed by each constitutes Borrower Representative as its agent to (i) request and receive the proceeds of advances in respect of the Loans and request Letters of Credit (and to otherwise act on behalf of such Credit Party pursuant to this Agreement and the other Borrowers as its representative Loan Documents) from Administrative Agent and agent Lenders in the name or on its behalf (the “Borrower Representative”) and of each such Credit Party, (ii) accepts such appointment receive statements of account and all other notices from Administrative Agent or any Lender, as the Borrower Representativeapplicable, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of Obligations or otherwise under or in connection with this Agreement and the proceeds of the Loansother Loan Documents, give (iii) execute and receive deliver Borrowing Base Reports, Compliance Certificates and all other notices notices, certificates and consents documents to be executed and/or delivered by any Credit Party hereunder or under any of the other Credit Documents Loan Documents; and take all other actions (including in respect of compliance with covenantsiv) otherwise act on behalf of any Borrower or Borrowers under the such Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication Party pursuant to any Credit Document from this Agreement and the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is other Loan Documents. (b) The authorizations contained in this Section 11.26 are coupled with an interest and canshall be irrevocable, and Administrative Agent and Lenders may rely on any notice, request, information supplied by Borrower Representative, every document executed by Borrower Representative, every agreement made by Borrower Representative or other action taken by Borrower Representative in respect of any Borrower or any other Credit Party as if the same were supplied, made or taken by such Borrower or such other Credit Party. Without limiting the generality of the foregoing, the failure of one or more Borrowers or any other Credit Parties to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Credit Party from obligations in respect of such writing. No purported termination of the appointment of Borrower Representative as agent shall be revoked, modified or amended effective without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerAgent.

Borrower Representative. To facilitate administration of the Loans, the Each Co-Borrower hereby designates Satcon Technology Corporation as Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent hereunder to act on its behalf (for the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representativepurposes of issuing a Funding Certificate, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the LoansAdvances, give giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenantscovenants and amendment to the Loan Documents) on behalf of any Co-Borrower or Co-Borrowers under the Credit Loan Documents. The Administrative Agent and each Satcon Technology Corporation hereby accepts such appointment as Borrower Representative. Each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all Co-Borrowers, and may give any notice or communication required or permitted to be given to any Co-Borrower or Co-Borrowers hereunder to Borrower Representative on behalf of such Co-Borrower or Co-Borrowers. Each Co-Borrower agrees that each notice, election agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Co-Borrower and shall be binding upon and enforceable against such Co-Borrower to the same extent as if the same had been made directly by such Borrower. This powerCo-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative 121 (a) is designated Each Borrower hereby designates, appoints, authorizes and appointed by each of the other Borrowers empowers Borrower Representative as its representative agent to act as specified in this Agreement and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and Borrower Representative hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs Borrower Representative to take all such action on its behalf under the provisions of this Agreement and the other Credit Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Borrower Representative by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower’s behalf: (including in respect of compliance with covenantsi) to submit and receive on behalf of each Borrower, Notices and all other notices to any Agent and Lenders (as applicable) in accordance with the provisions of this Agreement; and (ii) to submit on behalf of each Borrower, Compliance Certificates and all other certificates, notices and other communications given or required to be given hereunder. (b) Borrower or Borrowers Representative hereby further is authorized and directed by each Borrower (as applicable) to take all such actions on behalf of such Borrower necessary to exercise the specific power granted in clauses (i) through (iii) above and to perform such other duties hereunder and under the other Credit Documents. , and deliver such agreements, documents, certificates and instruments as delegated to or required of Borrower Representative by the terms hereof or thereof. (c) The administration by Administrative Agent and each Lenders of the credit facility provided hereunder as a facility with a borrower representative and co-borrowers with respect to the Loans in the manner set forth herein is solely as an accommodation to the Credit Parties and at their request and neither any Agent nor any Lender may regard shall incur any notice or other communication pursuant liability to any Credit Document from the Borrower Representative Party as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerresult thereof.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated The Borrowers shall maintain an integrated cash management system reflecting their interdependence on one another and appointed by each the mutual benefits shared among them as a result of their respective operations. In order to efficiently fund and operate their respective businesses and minimize the number of borrowings which they will make under this Agreement and thereby reduce the administrative costs and record keeping required in connection therewith, including the necessity to enter into and maintain separately identified and monitored borrowing facilities, the Borrowers have requested, and the Lenders have agreed that, subject to Section 2.10, all advances of the Loans will be advanced to and for the account of the Borrowers on a joint and several basis in accordance with the other Borrowers provisions hereof. Each Borrower hereby acknowledges that it will be receiving a direct benefit from each advance of the Loans made pursuant to this Agreement. (b) Each Borrower hereby designates, appoints, authorizes and empowers Turtle Beach as its representative agent to act as specified in this Agreement and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and Turtle Beach hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs Turtle Beach to take all such action on its behalf under the provisions of this Agreement and the other Credit Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Turtle Beach by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower’s behalf: (including in respect of compliance with covenantsi) to submit, on behalf of each Borrower, Notices of Borrowing to the Lender in accordance with the provisions of this Agreement; (ii) to receive, on behalf of each Borrower, the advances of the Loans in accordance with the provisions of this Agreement, such proceeds to be disbursed to or for the account of the applicable Borrower as soon as practicable after its receipt thereof; and (iii) to submit and receive, on behalf of each Borrower, all other certificates, notices and other communications given or required to be given hereunder. Turtle Beach is further authorized and directed by each Borrower to take all such actions on behalf of such Borrower necessary to exercise the specific power granted in clauses (i) through (iii) above and to perform such other duties hereunder and under the other Credit Documents, and deliver such documents as delegated to or required of Turtle Beach by the terms hereof or thereof and any notice received by or delivered to any Borrower shall have been delivered or Borrowers under have been received by or delivered to each Borrower. The agency relationship established pursuant to this Section 2.10(b) is for administrative convenience only and such agency relationship shall not extend to any matter outside the scope of the Credit Documents. . (c) The Administrative administration by the Agent of the credit facilities under this Agreement as a co-borrowing facility with a funds administrator in the manner set forth herein is solely as an accommodation to the Borrowers and each Lender may regard at their request and neither the Lenders nor the Agent shall not incur any notice or liability to any Borrower as a result thereof. (d) If the Borrowers intend at any time that a Borrower other communication than Turtle Beach act as funds administrator for the Borrowers pursuant to any Credit Document from this Section 2.10, all Borrowers shall notify the Borrower Representative as a notice or communication from all Borrowers. Each warrantyAgent in writing of such intent and, covenant, agreement and undertaking made on behalf of any Borrower by upon the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication Agent, such newly appointed Borrower shall act in the capacity of funds administrator pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerthis Section 2.10.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) Riverside Assessments is hereby is designated and appointed by each of the other Borrowers Borrower as its representative and agent on its behalf (in such capacity, the “Borrower Representative”) and (ii) Riverside Assessments hereby accepts such appointment as the Borrower Representative, in each case case, for the purposes of issuing Borrowing Notices, Notices of Termination and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and delivering certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower Borrower, the Borrowers, any Loan Party or Borrowers the Loans Parties under the Credit Loan Documents. The Administrative Agent, the Collateral Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all BorrowersLoan Parties. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower a Loan Party by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower Loan Party and shall be binding upon and enforceable against such Borrower Loan Party to the same extent as if the same had been made directly by such BorrowerLoan Party. This power-of-attorney Each Borrower agrees that it is coupled with an interest jointly and cannot be revoked, modified or amended without severally liable for the prior written consent obligations of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative and each other Borrower hereunder with respect to any Class of Loans on an individual tranche basis, including with respect to the payment of principal of and interest on all Loans on an individual tranche basis, the payment of amounts owing in respect of Letters of Credit and the payment of fees and indemnities and reimbursement of costs and expenses. Each Borrower is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Administrative Agent, the Collateral Agent and the Lenders and L/C Issuers under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of each of the Borrowers to accept joint and several liability for the obligations of each of them. Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, as a notice co-debtor, joint and several liability with each other Borrower, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all Obligations shall be the joint and several obligations of all of the Borrowers without preferences or communication from all Borrowersdistinction among them. Each warranty, covenant, agreement If and undertaking made on behalf of a Borrower by to the extent that the Borrower Representative or any of the Borrowers shall be deemed for all purposes fail to have been made by make any payment with respect to any of the Obligations as and when due or to perform any of such Obligations in accordance with the terms thereof, then in each such event each other Borrower and shall be binding upon and enforceable against will make such Borrower to the same extent as if the same had been made directly by payment with respect to, or perform, such BorrowerObligations.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Additional Borrower hereby irrevocably designates and appointed by each of appoints the other Borrowers Parent Borrower as its agent, attorney-in-fact and legal representative and agent on its behalf (the “Borrower Representative”) for all purposes hereunder, including delivering borrowing and (ii) accepts such appointment as the Borrower Representativeconversion notices, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, give prepaying and receive reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices and notices, consents or other communications hereunder or under any of the other Credit Documents Loan Documents; and take taking all other actions (including in respect of compliance with covenants) on behalf of any such Additional Borrower or Borrowers under the Credit Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Parent Borrower Representative on behalf of any Additional Borrower as a notice or communication from all Borrowerssuch Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. This power-of-attorney is coupled with an interest and cannot be revokedAny action, modified notice, delivery, receipt, acceptance, approval, rejection or amended without the prior written consent any other undertaking under any of the Required Lenders. The Administrative Agent Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made agent on behalf of a Borrower by the Borrower Representative such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Borrower Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. (b) Each Additional Borrower that is not an Excluded Foreign Subsidiary hereby severally agrees to indemnify each Lender and the Administrative Agent and hold each Lender and the Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders and the Administrative Agent by such Additional Borrower or by any third party whosoever, arising from or incurred by reason of the Lenders’ or the Administrative Agent’s relying on any instructions of the Parent Borrower on behalf of such Additional Borrower, except that such Additional Borrower will have no liability under this subsection 2.27(b) with respect to any liability that is found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender or the Administrative Agent or such Lender or the Administrative Agent’s material breach of this Agreement.

Borrower Representative. To facilitate administration of Each Borrower hereby designates the Loans, the Parent Borrower as its Borrower Representative. The Borrower Representative (a) is designated and appointed by each of the other Borrowers will be acting as its representative and agent on its each Borrower’s behalf (for the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, purposes of issuing notices of election Borrowing and make the interest rate elections set forth thereinnotices of conversion/continuation of any Loans pursuant to Section 2.02 or similar notices, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, requesting Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Documents Loan Documents, entering into amendments, waivers, supplements or other modifications with respect to any Loan Document, and take taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of any Borrower or the Borrowers under the Credit Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Parent Borrower Representative as a notice or communication from all Borrowershereby accepts such appointment. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This powerEach Borrower hereby releases the Parent Borrower to the extent possible from any restrictions on representing several persons and self-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lendersdealing applicable to it under any applicable law. The Borrowers may appoint a different (or additional) Person as Borrower Representative at any time by delivering written notice to the Administrative Agent and each Lender may regard Agent. Notwithstanding anything herein to the contrary, any notice notice, agreement, document, or other communication pursuant communication, or any action or obligation, in each case, that is required by this Agreement or any other Loan Document to any Credit Document from the Borrower Representative as a notice be provided or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower taken by the Borrower Representative or the Parent Borrower shall be deemed for all purposes to have been made be valid or satisfied, as applicable, if given, taken, delivered or otherwise satisfied by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such any Borrower.

Borrower Representative. To facilitate administration of Each Borrower (other than the Loans, German Borrower) hereby (i) designates the German Borrower as its Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”) and (ii) accepts such appointment designates the Parent to act on its behalf. The Borrower Representative and/or Parent will be acting as agent and attorney-in-fact on each Borrower’s behalf for the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, purposes of issuing notices of election Borrowing and make the interest rate elections set forth thereinnotices of conversion/continuation of any Loans pursuant to Section 2.02 or similar notices, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, requesting Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of any Borrower or the Borrowers under the Credit Loan Documents. The Administrative Agent For the purposes of this Section 1.13, each Borrower (other than the German Borrower) hereby relieves the Borrower Representative and each Lender may regard any notice or other communication the Parent to the fullest extent legally possible from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable pursuant to any Credit Document from other applicable law. Each of the Borrower Representative as a notice or communication from all Borrowersand the Parent hereby accepts such appointment. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to or the same extent Parent, as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revokedapplicable, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Additional Borrower hereby irrevocably designates and appointed by each of appoints the other Borrowers Parent Borrower as its agent, attorney-in-fact and legal representative and agent on its behalf (the “Borrower Representative”) for all purposes hereunder, including delivering borrowing and (ii) accepts such appointment as the Borrower Representativeconversion notices, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give compliance or similar certificates; giving instructions with respect to the disbursement of the proceeds of the Loans; paying, give prepaying and receive reducing Loans, Commitments or any other amounts owing under the Loan Documents; selecting interest rate options; giving, receiving, accepting and rejecting all other notices and notices, consents or other communications hereunder or under any of the other Credit Documents Loan Documents; and take taking all other actions (including in respect of compliance with covenants) on behalf of any such Additional Borrower or Borrowers under the Credit Loan Documents. The Parent Borrower hereby accepts such appointment. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Parent Borrower Representative on behalf of any Additional Borrower as a notice or communication from all Borrowerssuch Additional Borrower. Each warranty, covenant, agreement and undertaking made by the Parent Borrower on behalf of any Additional Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Additional Borrower and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. This power-of-attorney is coupled with an interest and cannot be revokedAny action, modified notice, delivery, receipt, acceptance, approval, rejection or amended without the prior written consent any other undertaking under any of the Required Lenders. The Administrative Agent Loan Documents to be made by the Parent Borrower in respect of the Obligations of any Additional Borrower shall be deemed, where applicable, to be made in the Parent Borrower’s capacity as representative and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made agent on behalf of a Borrower by the Borrower Representative such Additional Borrower, and any such action, notice, delivery, receipt, acceptance, approval, rejection or other undertaking shall be deemed for all purposes to have been made by such Borrower Additional Borrower, and shall be binding upon and enforceable against such Additional Borrower to the same extent as if the same had been made directly by such Additional Borrower. (b) Each Additional Borrower that is not an Excluded Foreign Subsidiary hereby severally agrees to indemnify each Lender and the Administrative Agent and hold each Lender and the Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders and the Administrative Agent by such Additional Borrower or by any third party whosoever, arising from or incurred by reason of the Lenders’ or the Administrative Agent’s relying on any instructions of the Parent Borrower on behalf of such Additional Borrower, except that such Additional Borrower will have no liability under this subsection 2.27(b) with respect to any liability that is found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender or the Administrative Agent or such Lender or the Administrative Agent’s material breach of this Agreement. The agreements in this Section 2.27(b) shall survive the termination of this Agreement and the repayment of the Loans and all other amounts payable hereunder

Borrower Representative. To facilitate administration Each Borrower hereby irrevocably appoints Coltec, and Coltec agrees to act under this Agreement, as the agent and representative of the Loansitself and each other Borrower for all purposes under this Agreement (in such capacity, the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”), including requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, and (ii) accepts such appointment as the shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Borrower Representative, whether in each case and with full power and authority to issueits own name, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under on behalf of “the Credit Documents. The Administrative Borrowers,” and Agent and each Lender may regard shall have no obligation to make any notice inquiry or other communication pursuant to request any Credit Document confirmation from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any other Borrower by as to the Borrower Representative shall be deemed for all purposes to have been made by binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be binding upon and enforceable against such construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by “a Borrower” hereunder. In addition to the same extent as if separate accounts to be maintained for the same had been made directly by Loans and Obligations of Gxxxxxx Sealing and the Loans and Obligations of the Excess Collateral Providers pursuant to Section 5.7, Agent may maintain a single Loan Account in the name of “Coltec” or “EnPro” hereunder, and each Borrower expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without ’s liability for the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerObligations.

Borrower Representative. To facilitate administration of Each Borrower hereby irrevocably appoints Parent as the Loans, the Borrower Representative (a) is designated borrowing agent and appointed by each of the other attorney-in-fact for all Borrowers as its representative and agent on its behalf (the “Borrower Representative”) ), which appointment shall remain in full force and (ii) accepts effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment as the has been revoked and that another Borrower has been appointed Borrower Representative, in each case . Each Borrower hereby irrevocably appoints and authorizes Borrower Representative (a) to provide Agent with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, all notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to Credit Extensions obtained for the disbursement benefit of the proceeds of the Loans, give any Borrower and receive all other notices and consents hereunder or instructions under any of this Agreement and the other Credit Loan Documents (and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower instruction provided by the Borrower Representative shall be deemed for all purposes to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by Agent or any Lender to Borrower Representative in accordance with the terms hereof shall be deemed to have been made by given to each Borrower), and (c) to take such action as Borrower Representative deems appropriate on its behalf to obtain Credit Extensions and shall be binding upon and enforceable against to exercise such Borrower other powers as are reasonably incidental thereto to carry out the same extent as if purposes of this Agreement. It is understood that the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent handling of the Required Lenders. The Administrative Credit Extensions and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that none of Agent and each Lender may regard any notice or other communication pursuant the Lenders shall incur liability to any Credit Document Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Credit Extensions and the Collateral in a combined fashion since the successful operation of each Borrower Representative is dependent on the continued successful performance of the integrated group. To induce Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees, subject to Section 13.2(b), to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses arising out of, in connection with, or as a notice result of (i) the handling of the Credit Extensions and Collateral of Borrowers as herein provided, or communication from all Borrowers(ii) Agent’s or any Lender’s relying on any instructions of Borrower Representative. Each warrantyBY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN ALL PARTIES, covenant(B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerAND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF ANY OF THE PARTIES.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower Representative (a) is designated and appointed by each of the other Borrowers hereby designates Roadrunner as its representative and agent on its behalf (for the “Borrower Representative”) purposes of issuing Notices of Borrowing and (ii) accepts such appointment as the Borrower RepresentativeNotices of Conversion/Continuation, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Loan Documents. Borrower Representative hereby accepts such appointment. Notwithstanding anything to the contrary contained in this Agreement, no Borrower other than Borrower Representative shall be entitled to take any of the foregoing actions. The proceeds of each Loan made hereunder shall be advanced to or at the direction of Borrower Representative and if not used by Borrower Representative in its business (for the purposes provided in this Agreement) shall be deemed to be immediately advanced by Borrower Representative to the appropriate other Borrowers hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of each Borrower in respect of Accounts and other proceeds of Collateral of such Borrower received by Administrative Agent and applied to the Obligations shall be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or all Borrowers hereunder to Borrower Representative on behalf of such Borrower or all Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration Each Borrower hereby irrevocably appoints Fansteel as the borrowing agent and attorney-in-fact for all Borrowers ("Borrower Representative"), which appointment shall remain in full force and effect unless and until Lender shall have received prior written notice signed by each Borrower indicating that such appointment has been revoked and that another Borrower has been appointed Borrower Representative (and further indicating the identity of the Loans, such new Borrower Representative). Each Borrower hereby irrevocably appoints and authorizes the Borrower Representative (ai) is designated to provide Lender with all notices with respect to Revolving Loans and appointed by each Letter of Credit Accommodations obtained for the benefit of any Borrower and all other Borrowers as its representative notices and agent on its behalf (the “Borrower Representative”) instructions under this Agreement and (ii) accepts to take such appointment action as the Borrower Representative deems appropriate on its behalf to obtain Revolving Loans and Letter of Credit Accommodations and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of Borrowers' loan account and Collateral of Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Borrowers' loan account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce Lender to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of Borrowers' loan account and Collateral of Borrowers as herein provided, (b) Lender's relying on any instructions of the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all or (c) any other notices and consents action taken by Lender hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerFinancing Agreements.

Borrower Representative. To facilitate administration Each Borrower hereby irrevocably appoints Coltec, and Coltec agrees to act under this Agreement, as the agent and representative of the Loansitself and each other Borrower for all purposes under this Agreement (in such capacity, the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (the “Borrower Representative”), including requesting Borrowings, submitting LC Requests, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a LIBOR Loan, and receiving account statements and other notices and communications to Borrowers (or any of them) from Agent. Agent may rely, and (ii) accepts such appointment as the shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, LC Request, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Borrower Representative, whether in each case and with full power and authority to issueits own name, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under on behalf of “the Credit Documents. The Administrative Borrowers,” and Agent and each Lender may regard shall have no obligation to make any notice inquiry or other communication pursuant to request any Credit Document confirmation from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any other Borrower as to the binding effect on such Borrower of any such Notice of Borrowing, Notice of Conversion Continuation, LC Request, instruction, report, information, Borrowing Base Certificate or other notice or communication, nor shall the joint and several character of Borrowers’ liability for the Obligations be affected, provided that the provisions of this Section 4.4 shall not be construed so as to preclude any Borrower from directly requesting Borrowings or taking other actions permitted to be taken by “a Borrower” hereunder. Agent may maintain a single Loan Account in the name of “Coltec” or “EnPro” hereunder, and each Borrower Representative expressly agrees to such arrangement and confirms that such arrangement shall have no effect on the joint and several character of such Borrower’s liability for the Obligations. (p) By deleting the reference to “; provided, that, unless an Event of Default exists (i) all payments received from each Dominion Account of Xxxxxxx Sealing shall be deemed for applied first to the Obligations relating to the Aggregate Revolver Outstandings of Xxxxxxx Sealing and (ii) all purposes to have been made by such Borrower and payments received from each Dominion Account of an Excess Collateral Provider shall be binding upon and enforceable against such Borrower applied first to the same extent as if Obligations relating to the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent Aggregate Revolver Outstandings of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant Excess Collateral Providers” set forth in Section 5.1 of the Loan Agreement. (q) By deleting the reference to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty“, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative provided that separate Loan Accounts shall be deemed maintained for all purposes to have been made by such Borrower Xxxxxxx Sealing and for the Excess Collateral Providers” set forth in Section 5.7.1 of the Loan Agreement, so that, as amended hereby, Section 5.7.1 of the Loan Agreement shall be binding upon and enforceable against such Borrower to the same extent read in its entirety as if the same had been made directly by such Borrower.follows:

Borrower Representative. To facilitate administration The Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Borrowing or similar notice believed by the LoansLender to be genuine. The Lender may assume that each Person executing and delivering such a notice was duly authorized, unless the responsible individual acting thereon for the Lender has actual knowledge to the contrary. The Borrower and each Guarantor hereby designates the Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent on its behalf (for the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representativepurposes of issuing Notices of Borrowing, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give giving and receive receiving all other notices and consents hereunder or under any of the other Credit Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any the Borrower or Borrowers the Guarantors under the Credit Documents. The Administrative Agent and each Borrower Representative hereby accepts such appointment. The Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowersthe Borrower and the Guarantors, and may give any notice or communication required or permitted to be given to the Borrower or any Guarantor hereunder to the Borrower Representative on behalf of the Borrower or such Guarantor or Guarantors. Each The Borrower and each Guarantor agree that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by the Borrower or such Borrower Guarantor or Guarantors, as the case may be, and shall be binding upon and enforceable against such the Borrower or Guarantor or Guarantors, as the case may be, to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative or Guarantor or Guarantors, as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowercase may be.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower hereby appoints and designates Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent and attorney-in-fact, with power of substitution, to act on its behalf (for any and all purposes with respect to the “Facility Documents. Borrower Representative”) Representative shall have authority to exercise on behalf of such Borrower all rights and (ii) accepts such appointment as the Borrower Representativepowers that it deems, in each case and its sole discretion, necessary, incidental or convenient in connection with full power and the Facility Documents, including the authority to issue, execute, deliver and acknowledge as appropriate, Loan issue Advance Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the LoansAdvances, give and receive all other notices and consents hereunder or under any of the other Credit Facility Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. Borrower Representative hereby accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Credit Facility Document from the Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Borrower. This power-of-attorney is coupled with Upon any such termination of Borrower Representative’s designation hereunder, any obligation of Borrower Representative under the Facility Documents shall cease to be an interest obligation of Borrower Representative and cannot shall be revoked, modified or amended without the prior written consent deemed to be an obligation of the Required Lendersapplicable Borrower. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall forward to each applicable Borrower any notices, invoices and other information requested by or received from Administrative Agent or any Lender immediately upon receipt by Borrower Representative. Borrower Representative may not resign nor be deemed for all purposes to have been made removed from acting in its capacity as representative and agent and attorney-in-fact of each Borrower by such any Borrower and shall be binding upon and enforceable against such Borrower to so long as the same extent as if the same had been made directly by such BorrowerFacility Documents remain in effect.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower hereby appoints and designates Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent and attorney-in-fact, with power of substitution, to act on its behalf (for any and all purposes with respect to the “Facility Documents. Borrower Representative”) Representative shall have authority to exercise on behalf of such Borrower all rights and (ii) accepts such appointment as the Borrower Representativepowers that it deems, in each case and its sole discretion, necessary, incidental or convenient in connection with full power and the Facility Documents, including the authority to issue, execute, deliver and acknowledge as appropriate, Loan issue Advance Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the LoansAdvances, give and receive all other notices and consents hereunder or under any of the other Credit Facility Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. Borrower Representative hxxxxx accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Credit Facility Document from the Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Borrower. This power-of-attorney is coupled with Upon any such termination of Borrower Representative’s designation hereunder, any obligation of Borrower Representative under the Facility Documents shall cease to be an interest obligation of Borrower Representative and cannot shall be revoked, modified or amended without the prior written consent deemed to be an obligation of the Required Lendersapplicable Borrower. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall forward to each applicable Borrower any notices, invoices and other information requested by or received from Administrative Agent or any Lender immediately upon receipt by Borrower Representative. Borrower US_ACTIVE\122150446\V-5 Representative may not resign nor be deemed for all purposes to have been made removed from acting in its capacity as representative and agent and attorney-in-fact of each Borrower by such any Borrower and shall be binding upon and enforceable against such Borrower to so long as the same extent as if the same had been made directly by such BorrowerFacility Documents remain in effect.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower Representative (a) is designated and appointed by each of the other Borrowers hereby designates Holdings as its representative and agent on its behalf (for the “Borrower Representative”) purposes of issuing Notice of US Revolving Credit Advances, Notice of European Revolving Credit Advances and (ii) accepts such appointment as the Borrower RepresentativeNotice of Conversion/Continuation, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, requesting Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Loan Documents. The Administrative Borrower Representative hereby accepts such appointment and agrees to give Borrowers prompt notice of all such actions taken by Borrower Representative and all such notices received by Borrower Representative; provided that the failure of Borrower Representative to give any such notice to any Borrower shall not limit any of the obligations of any Borrower pertaining to this Agreement or any other Loan Document. Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower Representative (a) is designated and appointed by each of the other Borrowers hereby designates MIC as its representative and agent on its behalf (for the “Borrower Representative”) purposes of issuing Aggregate Revolving Credit Commitment reduction notices, Borrowing Notices and (ii) accepts such appointment as the Borrower RepresentativeConversion/Continuation Notices, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, requesting Facility LCs, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Loan Documents. The Administrative Borrower Representative hereby accepts such appointment. The Agent and each Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Borrower Representative as a notice or communication from all of the Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to the Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated and appointed by each of Each US Borrower hereby designates Exopack Op Co (the other Borrowers “US Borrower Representative”) as its representative and agent on its behalf (for the “Borrower Representative”) purposes of issuing Notices of US Revolving Credit Advances and (ii) accepts such appointment as the Borrower RepresentativeNotices of Conversion/Continuation, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the US Loans, give selecting interest rate options, requesting issuance of US Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any US Borrower or US Borrowers under the Credit Loan Documents. The Administrative US Borrower Representative hereby accepts such appointment. US Agent and each US Lender may regard any notice or other communication pursuant to any Credit Loan Document from the US Borrower Representative as a notice or communication from all US Borrowers. Each warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the US Borrower Representative shall be deemed for all purposes to have been made by such US Borrower and shall be binding upon and enforceable against such US Borrower to the same extent as it if the same had been made directly by such US Borrower. This power-of-attorney is coupled . (b) Each Canadian Borrower hereby designates Exopack Canada (the “Canadian Borrower Representative”) as its representative and agent on its behalf for the purposes of issuing Notices of Canadian Revolving Credit Advances and Notices of Continuations/Conversions, giving instructions with an interest and cannot be revoked, modified or amended without respect to the prior written consent disbursement of the Required Lendersproceeds of the Canadian Loans, requesting issuance of Canadian Letters of Credit, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Canadian Borrower or Canadian Borrowers under the Loan Documents. The Administrative Canadian Borrower Representative hereby accepts such appointment. Canadian Agent and each Canadian Lender may regard any notice or other communication pursuant to any Credit Loan Document from the Canadian Borrower Representative as a notice or communication from all Canadian Borrowers. Each warranty, covenant, agreement and undertaking made on its behalf of a Borrower by the Canadian Borrower Representative shall be deemed for all purposes to have been made by such Canadian Borrower and shall be binding upon and enforceable against such Canadian Borrower to the same extent as it if the same had been made directly by such Canadian Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated Each Borrower and appointed by each Non-Loan Party Borrower hereby designates, appoints, authorizes and empowers DFG as its and its Subsidiaries agent to act as specified in this Agreement and each of the other Borrowers as its representative and agent on its behalf Loan Documents (acting in such capacity, the “Borrower Representative”) and DFG hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower and each Non-Loan Party Borrower hereby irrevocably authorizes and directs DFG to take such action on its and its Subsidiaries behalf under the provisions of this Agreement and the other Loan Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of DFG by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on their behalf: (i) to submit on behalf of each Borrower or Non-Loan Party Borrower, requests for Loans and Letters of Credit, and continuations and conversions thereof, in accordance with the provisions of this Agreement; and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the Loans, give submit and receive all other notices and consents hereunder or under any of the other Credit Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Group Member, Compliance Certificates and all other certificates, notices and other communications given or required to be given hereunder. (b) DFG is further authorized and directed by each Borrower to take all such actions on behalf of such Borrower or Borrowers Non-Loan Party Borrower necessary to exercise the specific power granted in (a) above and to perform such other duties hereunder and under the Credit other Loan Documents, and deliver such documents as delegated to or required of DFG by the terms hereof or thereof. The agency relationship established pursuant to this Section 2.21 is for administrative convenience only and such agency relationship shall not extend to any matter outside the scope of the Loan Documents. (c) The administration by the Administrative Agent and each the Lenders of the Loans and Letters of Credit under this Agreement as a co-borrowing facility with a funds administrator in the manner set forth herein is solely as an accommodation to the Borrowers and the Non-Loan Party Borrowers and at their request and none of the Administrative Agent, the Issuing Bank, the Swingline Lender may regard nor any notice or other communication pursuant Lender shall incur any liability to any Credit Document from the Borrower Representative Loan Party as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowerresult thereof.

Borrower Representative. To facilitate administration of the Loans, the Each Borrower hereby appoints and designates Borrower Representative (a) is designated and appointed by each of the other Borrowers as its representative and agent and attorney-in-fact, with power of substitution, to act on its behalf (for any and all purposes with respect to the “Facility Documents. Borrower Representative”) Representative shall have authority to exercise on behalf of such Borrower all rights and (ii) accepts such appointment as the Borrower Representativepowers that it deems, in each case and its sole discretion, necessary, incidental or convenient in connection with full power and the Facility Documents, including the authority to issue, execute, deliver and acknowledge as appropriate, Loan issue Advance Requests, notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions with respect to the disbursement of the proceeds of the LoansAdvances, give and receive all other notices and consents hereunder or under any of the other Credit Facility Documents and take all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Facility Documents, it being the intent of each Borrower to grant to Borrower Representative plenary power to act on behalf of such Borrower in connection with and pursuant to the Facility Documents. Borrower Representative hxxxxx accepts such appointment. The appointment of Borrower Representative as representative and agent and attorney-in-fact for each Borrower shall be coupled with an interest and be irrevocable so long as the Facility Documents shall remain in effect unless, if an Event of Default has occurred and is continuing, Borrower Representative is terminated by Administrative Agent by Administrative Agent providing Borrower Representative with prior written notice of Administrative Agent’s election to terminate Borrower Representative. Each Lender and each Lender Administrative Agent may regard any notice or other communication pursuant to any Credit Facility Document from the Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each action, notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made made, issued, entered into or executed and delivered by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made made, issued, entered into or executed and delivered directly by such Borrower. This power-of-attorney is coupled with Upon any such termination of Borrower Representative’s designation hereunder, any obligation of Borrower Representative under the Facility Documents shall cease to be an interest obligation of Borrower Representative and cannot shall be revoked, modified or amended without the prior written consent deemed to be an obligation of the Required Lendersapplicable Borrower. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall forward to each applicable Borrower any notices, invoices and other information requested by or received from Administrative Agent or any Lender immediately upon receipt by Borrower Representative. Borrower Representative may not resign nor be deemed for all purposes to have been made removed from acting in its capacity as representative and agent and attorney-in-fact of each Borrower by such any Borrower and shall be binding upon and enforceable against such Borrower to so long as the same extent as if the same had been made directly by such BorrowerFacility Documents remain in effect.

Borrower Representative. To facilitate administration of Each Borrower hereby designates and appoints the Loans, the Borrower Representative (a) is designated and appointed by each of the other Borrowers Company as its representative and agent on its behalf (for all purposes under the “Borrower Representative”) Loan Documents, including requests for Loans, selection of interest rate options, issuing and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan delivering Borrowing Requests, notices Interest Election Requests, delivery or receipt of election communications, receipt and make the interest rate elections set forth thereinpayment of Obligations, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give requests for waivers, amendments or other accommodations, giving and receive receiving all other notices notices, certifications and consents hereunder or under any of the other Credit Loan Documents and take taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Credit Loan Documents, and all other dealings with the Administrative Agent, any Lender or any Issuer. The Company hereby accepts such appointment. The Administrative Agent and each Lender may regard the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or other communication pursuant to any Credit Document from delivered by the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made Company on behalf of any Borrower. The Administrative Agent, the Lenders and the Issuers may give any notice to or communication with a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower hereunder to the same extent as if the same had been made directly by Company on behalf of such Borrower. This power-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent Each of the Required Lenders. The Administrative Agent and each Lender may regard the Lenders shall have the right, in its discretion, to deal exclusively with the Company for any notice or other communication pursuant to any Credit Document from all purposes under the Borrower Representative as a notice or communication from all BorrowersLoan Documents. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative Company shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrower Representative. To facilitate administration of the Loans, the Borrower Representative (a) is designated For so long as there are two or more Borrowers party hereto, each Borrower hereby irrevocably appoints and appointed by each constitutes Borrower Representative as its agent to (i) request and receive the proceeds of advances in respect of the Loans (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Borrowers as its representative and agent Loan Documents) from Lenders in the name or on its behalf (the “Borrower Representative”) and of each such Borrower, (ii) accepts such appointment as the Borrower Representative, in each case receive statements of account and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, all other notices of election and make the interest rate elections set forth therein, and certificates including Compliance Certificates, and to give instructions from Administrative Agent with respect to the disbursement of Obligations or otherwise under or in connection with this Agreement and the proceeds of the Loansother Loan Documents, give (iii) execute and receive deliver Borrowing Base Certificates, Compliance Certificates and all other notices notices, certificates and consents hereunder documents to be executed and/or delivered by any Credit Party under this Agreement or under any of the other Credit Documents Loan Documents; and take all other actions (including in respect of compliance with covenantsiv) otherwise act on behalf of any Borrower or Borrowers under the such Credit Documents. The Administrative Agent and each Lender may regard any notice or other communication Party pursuant to any Credit Document from this Agreement and the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of any Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This power-of-attorney is other Loan Documents. (b) The authorizations contained in this Section 12.21 are coupled with an interest and canshall be irrevocable, and Administrative Agent and Lenders may rely on any notice, request, information supplied by Borrower Representative, every document executed by Borrower Representative, every agreement made by Borrower Representative or other action taken by Borrower Representative in respect of any Borrower or other Credit Party as if the same were supplied, made or taken by such Borrower or such other Credit Party. Without limiting the generality of the foregoing, the failure of one or more Borrowers or other Credit Parties to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Credit Party from obligations in respect of such writing. No purported termination of the appointment of Borrower Representative as agent shall be revoked, modified or amended effective without the prior written consent acknowledgement of the Required Lenders. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerAgent.

Borrower Representative. To facilitate administration of Each Borrower hereby designates the Loans, the U.S. Borrower as its Borrower Representative. The Borrower Representative (a) is designated and appointed by each of the other Borrowers will be acting as its representative and agent on its each Borrower’s behalf (for the “Borrower Representative”) and (ii) accepts such appointment as the Borrower Representative, in each case and with full power and authority to issue, execute, deliver and acknowledge as appropriate, Loan Requests, purposes of issuing notices of election Borrowing and make the interest rate elections set forth thereinnotices of conversion/continuation of any Loans pursuant to Section 2.02 or similar notices, and certificates including Compliance Certificates, and to give giving instructions with respect to the disbursement of the proceeds of the Loans, give selecting interest rate options, requesting Letters of Credit, giving and receive receiving all other notices and consents hereunder or under any of the other Credit Documents Loan Documents, entering into amendments, waivers, supplements or other modifications with respect to any Loan Document, and take taking all other actions (including in respect of compliance with covenantscovenants and certifications) on behalf of any Borrower or the Borrowers under the Credit Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Credit Document from the U.S. Borrower Representative as a notice or communication from all Borrowershereby accepts such appointment. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf of any Borrower by the U.S. Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. This powerEach Borrower hereby releases the U.S. Borrower (and any different (or additional) Person who may be appointed as Borrower Representative pursuant to the following sentence) to the extent possible from any restrictions on representing several persons and self-of-attorney is coupled with an interest and cannot be revoked, modified or amended without the prior written consent of the Required Lendersdealing applicable to it under any applicable law. The Borrowers may appoint a different (or additional) Person as Borrower Representative at any time by delivering written notice to the Administrative Agent and each Lender may regard Agent. Notwithstanding anything herein to the contrary, any notice notice, agreement, document, or other communication pursuant communication, or any action or obligation, in each case, that is required by this Agreement or any other Loan Document to any Credit Document from the Borrower Representative as a notice be provided or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower taken by the Borrower Representative or the U.S. Borrower shall be deemed for all purposes to have been made be valid or satisfied, as applicable, if given, taken, delivered or otherwise satisfied by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such any Borrower.