Common use of Appointment of Agents Clause in Contracts

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

Appointment of Agents. Each of DBSI is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of BANA, CS Securities and Royal Bank is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of BANA, CS Securities and Royal Bank to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each of the Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Each of the Syndication Agent and each Co-Documentation Agent shall be released from the restrictions of Section 181 German Civil Code (BGB – Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arranger, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arranger, the Bookrunners, the Syndication Agent and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of DBSI is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes DBSI to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of BAS, CS Securities and RBC is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of BAS, CS Securities and RBC to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each of the Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Each of the Syndication Agent and each Co-Documentation Agent shall be released from the restrictions of Section 181 German Civil Code (BGB - Bürgerliches Gesetzbuch), and similar restrictions under any other applicable law, and shall be authorized to delegate this power of attorney, including the release from such restrictions. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the WSFS is ▇▇▇▇▇▇ appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documentsother Credit Documents and each Lender hereby authorizes WSFS, and authorizes the Administrative Agent and the Collateral Agent in such capacity, to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms of this Agreement and the Loan other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained in this Agreement and the other Credit Documents, together as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and the Secured Parties, as applicable, and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Agent (other than Administrative Agent and Collateral Agent), without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Each Agent (other than Administrative Agent and Collateral Agent), may resign from such actions role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and powers Company. It is understood and agreed that the use of the term “agent” in this Agreement or any other Credit Documents (or any other similar term) with reference to Administrative Agent or Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as are reasonably incidental theretoa matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Unless Each Lender hereby agrees that, except as otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed action taken by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Requisite Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement or the Credit Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other Loan Documentspowers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.

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

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

Appointment of Agents. Each of KeyBank is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes KeyBank to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank is hereby appointed the Administrative Agent, the Revolving Administrative Agent and the Collateral Agent hereunder and under the other Loan DocumentsDocuments and each Lender hereby authorizes Barclays Bank to act as the Administrative Agent, and authorizes the Revolving Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. PNC Bank and ▇▇▇▇▇ Fargo Securities are hereby appointed the Co-Documentation Agents hereunder, and each Lender hereby authorizes PNC Bank and ▇▇▇▇▇ Fargo Securities to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. The Syndication Agent and each of the Co-Documentation Agents, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, Syndication Agent and the Co-Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Bookrunners, the Syndication Agent nor the Co-Documentation Agents in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

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

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

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks (a) Agent is hereby irrevocably appoints Barclays appointed to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (Lenders as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” Agent under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. The provisions of this Section 12.2 are solely for the benefit of Agent and Lenders and neither the Credit Parties nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Credit Parties or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to the Credit Parties, the Portfolio Companies or the Debt Investment Obligors that is communicated to or obtained by Agent in any capacity. Neither Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, provided that Agent may be liable for damages resulting from a breach by Agent of its Obligations hereunder caused by its own gross negligence or willful misconduct. If Agent shall request instructions from Required Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Required Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the reasonable opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the reasonable opinion of Agent, expose Agent to liability under any Environmental Law (as such term is defined in the Environmental Agreement) or (c) if Agent shall not first be indemnified to its reasonable satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Required Lenders or all affected Lenders, as applicable. (b) Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, the Syndication Agent is named as such for recognition purposes only, and in its capacity as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it shall not be entitled to any additional fees as a result of such designation; it being understood and agreed that the Syndication Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agent provided herein and in the other Loan Documents. Without limitation of the foregoing, the Syndication Agent in its capacity as such shall not, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person.

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks CS is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan DocumentsDocuments and CS Securities, Barclays Capital, BOAS and authorizes DBS are hereby appointed the Administrative Agent Arrangers hereunder and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the other Loan Documents, and each Lender hereby authorizes CS, CS Securities, Barclays Capital, BOAS and DBS to act in such capacities as its agents in accordance with the terms hereof and thereof. Each Agent hereby agrees to act on the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 8 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third-party beneficiary of any of the Lenders (including in provisions thereof. In performing its capacities functions and duties hereunder, each Agent shall act solely as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Arrangers and Administrative Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of its Affiliates. No Arranger shall have any obligations under or related to the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, but shall be entitled to the benefits of all provisions this Section 8. Notwithstanding any other provision of this ARTICLE VIII Agreement or any provision of any other Loan Document, the Arrangers are named as such for recognition purposes only, and Section 9.03 (in their respective capacities as though such co-agentsshall have no duties, subagents responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and attorneys-in-fact were agreed that each Arranger shall be entitled to all indemnification and reimbursement rights and exculpations in favor of the “collateral agent” under Agents provided herein and in the other Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality limitation of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto no Arranger in its respective capacity as contemplated such shall, by and in accordance with the provisions reason of this Agreement and the or any other Loan DocumentsDocument, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders ▇▇▇▇▇▇▇ ▇▇▇▇▇ is hereby appointed Syndication Agent and Bookrunner hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes ▇▇▇▇▇▇▇ Sachs to act on its behalf as Syndication Agent and Bookrunner in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Term Administrative Agent hereunder and under the other Credit Documents and each Term Loan Lender hereby authorizes HSBC USA to act as Term Administrative Agent in accordance with the terms hereof and the other Credit Documents. HSBC USA is hereby appointed Primary Collateral Agent hereunder and under the Loan other Credit Documents (other than the Collateral Documents governed by the laws of Hungary) and each Lender hereby authorizes HSBC USA to act as Primary Collateral Agent in accordance with the terms hereof and such other Credit Documents. HSBC PLC is hereby appointed Hungarian Collateral Agent hereunder and under the other Credit Documents governed by the laws of Hungary and each Lender hereby authorizes HSBC PLC to act as Hungarian Collateral Agent in accordance with the terms hereof and such other Credit Documents. HBAP is hereby appointed Revolving Facility Administrative Agent hereunder and under the other Credit Documents and each Revolving Lender hereby authorizes HBAP to act as Revolving Facility Administrative Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and authorizes the Administrative Agent Lenders and the Collateral Agent to take such actions on its behalf and to exercise such powers no Credit Party shall have any rights as are delegated to the Administrative Agent and Collateral Agent by the terms a third-party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documentsan agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Parent or any of its Subsidiaries. Each of Syndication Agent, Bookrunner, and each any Agent described in clause (vi) of the Lenders (including in its capacities as a Lender Counterparty definition thereof, without consent of or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent notice to act as the agent of such Lender and such Issuing Bank for purposes of acquiringany party hereto, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and no Syndication Agent or Bookrunner shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional DebtBookrunner, and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the with immediate effect, by giving prior written notice thereof to Administrative Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

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

Appointment of Agents. Each of the Lenders Citigroup Global Markets, Inc. and CIBC World Markets plc is hereby appointed Lead Arranger hereunder, and each of the Issuing Banks Bank hereby irrevocably appoints Barclays authorizes each Lead Arranger to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Citigroup Global Markets, Inc. and CIBC World Markets plc are each hereby appointed Syndication Agents hereunder, and each Bank hereby authorizes each Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Citicorp North America, Inc. is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks Bank hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Banks and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of such Lender Banks and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Xerium or any of acquiringits Subsidiaries. Each Syndication Agent and Lead Arranger, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its respective rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers neither Citigroup Global Markets, Inc. and discretion CIBC World Markets plc, in their respective capacities as are reasonably incidental thereto. In this connectionSyndication Agents and Lead Arrangers, the Collateral Agent, as “collateral agent” and shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

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

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

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

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

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

Appointment of Agents. Each of the Lenders Citi is hereby appointed as Syndication Agent hereunder, and each Lender hereby authorizes Citi to act as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed as the Administrative Agent and, from and after the occurrence of a Springing Lien Trigger Event, Collateral Agent (in such capacity, the Issuing Banks “Collateral Agent”) hereunder and under the other Loan Documents and each Lender hereby irrevocably appoints authorizes Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents.. Truist Bank is hereby appointed as the Documentation Agent hereunder, and each Lender hereby authorizes Truist Bank to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. The Syndication Agent and the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX

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

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

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

Appointment of Agents. Each of the Lenders ▇▇▇▇▇▇▇ ▇▇▇▇▇, JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Bank, National Association is hereby appointed as Syndication Agent and Bookrunner hereunder, and each Lender hereby authorizes each of the Issuing Banks hereby irrevocably appoints Barclays ▇▇▇▇▇▇▇ ▇▇▇▇▇, JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Bank, National Association to act on its behalf as Syndication Agent and Bookrunner in accordance with the terms hereof and the other Loan Documents. ▇▇▇▇▇▇▇ ▇▇▇▇▇ is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes ▇▇▇▇▇▇▇ Sachs to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article VIII are solely for the benefit of Agents and authorizes Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the Administrative provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its subsidiaries. Each Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, no Syndication Agent or Bookrunner shall have any obligations but shall be entitled to all benefits of this Article VIII. Each of Agent and the Collateral Agent to take Bookrunner may resign from such actions on its behalf and to exercise such powers as are delegated role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and Collateral Agent by Borrower. It is understood and agreed that the terms use of the term “agent” herein or in any other Loan Documents, together Documents (or any other similar term) with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of reference to the Administrative Agent set forth in this Articleis not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. The Collateral Agent shall act Instead such term is used as the “collateral agent” under the Loan Documentsa matter of market custom, and each of the Lenders (including in its capacities as a Lender Counterparty is intended to create or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsreflect only an administrative relationship between contracting parties.

Appointment of Agents. Each The Subscriber, on its own behalf (or, if applicable, on behalf of others for whom the Lenders and each of Subscriber is contracting hereunder), hereby: (a) irrevocably authorizes the Issuing Banks hereby irrevocably appoints Barclays Agents, in their sole discretion, to act as the Subscriber’s representative at the Closing and the Second Closing, to receive certificates representing the Subscriber’s Units and Additional Notes and to execute in its name and on its behalf all closing receipts and documents required; (b) irrevocably authorizes the Agents to negotiate and settle the form of any agreement to be entered into in connection with the Offering and to waive on its own behalf and, if applicable, on behalf of the other subscribers for Units, in whole or in part, or extend the time for compliance with, any of the representations, warranties, covenants or closing conditions under this Subscription Agreement or the Agency Agreement in such manner and on such terms and conditions as the Administrative Agent Agents may determine, acting reasonably, without in any way adversely affecting the Subscriber’s obligations or the obligations of such others hereunder; (c) acknowledges and Collateral Agent hereunder and under agrees that the Loan DocumentsAgents, and authorizes the Administrative Agent Selling Shareholders and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms Corporation may vary, amend, alter or waive, in whole or in part, one or more of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent conditions or covenants set forth in this Article. The Collateral Agent shall act Subscription Agreement or the Agency Agreement in such manner and on such terms and conditions as they may determine, acting reasonably, without affecting in any way the “collateral agent” under the Loan Documents, and each of the Lenders Subscriber’s or such others’ obligations hereunder; and (including in its capacities as a Lender Counterparty or potential Lender Counterpartyd) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Agents to act as the agent of such Lender swear, accept, execute, file and such Issuing Bank for purposes of acquiring, holding and enforcing record any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releasesreceipts) with respect necessary to accept delivery of the Collateral certificates representing the Units on the Closing and any representing the Additional Notes on the Second Closing and to exercise or not to exercise, as the Agents determine in their sole discretion, the rights of termination in the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsAgency Agreement.

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

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

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

Appointment of Agents. (a) Each of the Lenders and each of the Issuing Banks Lender (in its capacity as Lender), hereby irrevocably appoints Barclays GSSLG to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsother Credit Documents for the benefit of the Beneficiaries. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any of its Subsidiaries (other than to the limited extent expressly set forth in the final sentence of Section 2.06(b)). As of the Closing Date, the Lead Arranger shall not have any obligations but shall be entitled to all the benefits of this Section 9. (b) Additionally, each Lender irrevocably appoints, designates and authorizes the Administrative Agent and to enter into the Collateral Agent to take such actions Senior Subordination Agreement on its behalf and to exercise take such powers as are delegated action on its behalf pursuant to the Administrative Agent and Collateral Agent provisions of the Senior Subordination Agreement. Each Lender agrees to be bound by the terms of the Loan DocumentsSenior Subordination Agreement. The rights of the Lenders under the Credit Documents are subject to the Senior Subordination Agreement, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth hereinin the event of any conflict between the terms of the Credit Documents and the terms of the Senior Subordination Agreement, the Collateral Agent shall have all the rights and benefits terms of the Administrative Agent Senior Subordination Agreement shall govern. No reference to the Senior Subordination Agreement or any other intercreditor or subordination agreement in this Agreement or any other Credit Document shall be construed to provide that any Credit Party is a third party beneficiary of the provisions of the Senior Subordination Agreement or such other agreement, and Borrower agrees that, except as expressly set forth in the Senior Subordination Agreement, nothing in the Senior Subordination Agreement or such other agreement is intended or shall impair the obligation of any Credit Party to pay the obligations under this Article. The Collateral Agent shall act Agreement, or any other Credit Document as and when the “collateral agent” under same become due and payable in accordance with their respective terms, or to affect the Loan Documents, and each relative rights of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) creditors with respect to any Credit Party or, except as expressly otherwise provided in the Collateral and any rights of the Secured Parties with respect thereto Senior Subordination Agreement or such other agreement as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documentsto a Credit Party’s obligations.

Appointment of Agents. Each of the Lenders (a) GE Capital is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GE Capital to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Loan Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes GSCP to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of Sections 9.2, 9.3, 9.4, 9.5, 9.6, 9.7 and 9.11 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Syndication Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, GE Capital, in its capacity as Syndication Agent shall have no obligations but shall be entitled to all benefits of Sections 9.2, 9.3, 9.4, 9.5, 9.6, 9.7 and 9.11. Each Lender irrevocably authorizes the Administrative Agent and the Collateral each Agent to take such actions action on its such Lender’s behalf and to exercise such powers powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto, including, without limitation, signing any reliance, engagement or hold harmless letters in connection with the Loan Documents on its behalf. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein. Each Lender hereby irrevocably authorizes the Collateral Agent to agree the terms of, execute and enter into each Collateral Document on behalf of such Lender and to take any action related thereto including, without limitation, the enforcement of any right acquired by the Lenders thereunder. (b) Each Lender hereby appoints (and the Borrowers hereby acknowledge the appointment of) the Collateral Agent to act as its trustee under and in relation to the Irish Collateral Documents and to hold the benefit of the Irish Collateral Documents as trustee for the Agents and Lenders on the terms contained in this Agreement and the Irish Collateral Documents and each of the Lenders and the Agents hereby irrevocably authorizes the Collateral Agent in its capacity as security trustee to exercise such rights, powers and discretions as are specifically delegated to the Administrative Agent and Collateral Agent by the terms of this Agreement (including, without limitation, the Loan Documentsrights, powers and discretions conferred on the Agent in this Section 9) and the Irish Collateral Documents together with all such actions rights, powers and powers discretions as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

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

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

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

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

Appointment of Agents. Each of the Lenders (a) GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GSCP to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Credit Documents. GSCP is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent GSCP to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with such actions or for Company or any of its Subsidiaries. Each of Syndication Agent and powers Documentation Agent, if any, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the date hereof, neither GSCP, in its capacity as are reasonably incidental thereto. Unless otherwise specifically set forth hereinSyndication Agent, nor Documentation Agent, if any, in its capacity as Documentation Agent, if any, shall have any obligations but shall be entitled to all benefits of this Section 9. (b) Upon consultation with Borrower, the Collateral Administrative Agent shall have all the rights right to appoint, assign and benefits grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of the doubt, any Administrative Agent or Collateral Agents under this Credit Agreement or other agents with similar responsibilities or functions under this Credit Agreement), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder) and, in accordance there, such additional Agents and Co-Agents shall be deemed appointed in accordance with Section 9.1(a) hereof. Following such appointment, the provisions set forth in this Article. The Collateral Section 9 shall apply to such Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Co-Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth such Agent or Co-Agent were an “Agent” as referred to in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsSection 9.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Class A Revolving Lender hereby irrevocably appoints Barclays authorizes SunTrust Bank to act on its behalf as the Administrative Agent and Collateral Agent to the Class A Revolving Lenders hereunder and under the Loan Documentsother Credit Documents and each Class A Revolving Lender hereby authorizes SunTrust EAST\142645020. 587 Bank, and authorizes in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan other Credit Documents. Each Lender hereby authorizes W▇▇▇▇ Fargo Bank N.A., together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender Collateral Agent and such Issuing Bank for purposes of acquiring, holding Paying Agent on its behalf under the Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all applicable. The provisions of this ARTICLE VIII Section 8 are solely for the benefit of Agents and Section 9.03 (Lenders and neither Company or Holdings shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof. Without limiting the generality In performing its functions and duties hereunder, each Agent (other than Administrative Agent) shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of the foregoingClass A Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class B Revolving Lender, the Agents are hereby expressly authorized to execute Holdings or any and all documents (including releases) with respect of its Subsidiaries. On or prior to the Collateral and first date upon which any rights of the Secured Parties with respect thereto as contemplated by and Class B Revolving Lender makes a Class B Revolving Loan to Company pursuant to Section 2.1(a)(ii), each Class B Lender hereby agrees to appoint an agent to act in accordance with the provisions of this Agreement terms hereof and the other Loan DocumentsCredit Documents (the “Class B Agent”). In performing its functions and duties hereunder, the Class B Agent shall act solely as an agent of the Class B Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class A Revolving Lender, Holdings or any of its Subsidiaries.

Appointment of Agents. Each of the Lenders (a) SPG is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes SPG to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Credit Documents. SPG is hereby appointed Administrative Agent and Agent, Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the SPG to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents and Borrower consents to such appointment. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (other than Sections 9.7 and 9.8(b)) are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Group Members. Each of Syndication Agent and each Additional Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. None of SPG, in its capacity as Syndication Agent, nor any Additional Agent shall have any obligations but shall be entitled to all benefits of this Section 9. (b) Each Lender hereby acknowledges the appointment of SPG as the Collateral Agent, and hereby authorizes such Collateral Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documentsall rights, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though that such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders have under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of the Lenders MLPFS and CGMI are hereby appointed a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMI to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Each of CS Securities and Royal Bank is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each of CS Securities and Royal Bank to act as a Co-Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Co-Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Co-Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each Banc of America Securities LLC and Citigroup Global Markets Inc. are hereby appointed the Lenders Arrangers hereunder, and each Lender hereby authorizes Banc of the Issuing Banks hereby irrevocably appoints Barclays America Securities LLC and Citigroup Global Markets Inc. to act on its behalf as the Administrative Agent Arrangers in accordance with the terms hereof and Collateral Agent hereunder and under the Loan other Credit Documents. Bank of America, and authorizes N.A. is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Bank of America, N.A. to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Credit Party shall have all the any rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each third party beneficiary of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure provisions of this Section 9 (other than as expressly provided herein). Notwithstanding any other provision of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (Agreement or any portion thereof) granted under the Security Documentsprovision of any other Credit Document, each Arranger is named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or for exercising liabilities with respect to this Agreement or any rights other Credit Document; it being understood and remedies thereunder at the direction of the Administrative Agent, agreed that each Arranger shall be entitled to all exculpatory provisions and indemnification and reimbursement rights in favor of the Agents provided herein and in the other Credit Documents and all of the other benefits of all provisions this Section 9 (notwithstanding, for the avoidance of this ARTICLE VIII and Section 9.03 (as though doubt, whether or not the Arrangers are specifically referenced in connection with the enumeration of such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoingrights or benefits). Without limiting the generality limitation of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated no Arranger shall, by and in accordance with the provisions reason of this Agreement and the or any other Loan DocumentsCredit Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person.

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

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Fleet is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Fleet to act as its agent in accordance with the terms hereof and the other Credit Documents. Fleet hereby resigns as Administrative Agent and Collateral Agent under the Existing Credit Agreements and each Credit Party and each Lender hereby consents to and approves such resignation and the appointment of GECC as successor Administrative Agent (for purposes of this Section 9, the terms "Administrative Agent" and "Agent" shall also include GECC in its capacity as Collateral Agent pursuant to the Collateral Documents) hereunder and under the Loan other Credit Documents, and . Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental theretoother Credit Documents. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and All parties hereto agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Section 9.5 of the Existing Revolving Credit Agreement and Section 8.5 of the Existing AXEL Credit Agreement, GECC shall hereupon succeed to and become vested with (and Fleet hereby assigns to the extent necessary) all the rights, powers, privileges and duties of Administrative Agent under each Collateral Document, Landlord Personal Property Collateral Access Agreement or otherwise and Fleet agrees to (i) transfer to GECC as successor Administrative Agent all sums, Capital Stock, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of GECC as successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to GECC as successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to GECC as successor Administrative Agent of the security interests created under the Collateral Documents, whereupon Fleet as the retiring Administrative Agent shall be discharged from its duties and obligations (in its capacity as Administrative Agent only) under the Existing Credit Agreements or any other Credit Document or hereunder. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of Syndication Agent and Fleet, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication Agent, nor Fleet, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

Appointment of Agents. Each Class A Revolving Lender hereby authorizes Bank of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays America, N.A. to act on its behalf as the Administrative Agent and Collateral Agent to the Class A Revolving Lenders hereunder and under the Loan Documentsother Credit Documents and each Class A Revolving Lender hereby authorizes Bank of America, and authorizes N.A, in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan other Credit Documents. Each Lender hereby authorizes ▇▇▇▇▇ Fargo Bank N.A., together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender Collateral Agent on its behalf under the Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all applicable. The provisions of this ARTICLE VIII Section 8 are solely for the benefit of Agents and Section 9.03 (Lenders and neither Company or Holdings shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof. Without limiting the generality In performing its functions and duties hereunder, each Agent (other than Administrative Agent) shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of the foregoingClass A Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class B Revolving Lender, the Agents are hereby expressly authorized to execute Holdings or any and all documents (including releases) with respect of its Subsidiaries. On or prior to the Collateral and first date upon which any rights of the Secured Parties with respect thereto as contemplated by and Class B Revolving Lender makes a Class B Revolving Loan to Company pursuant to Section 2.1(a)(ii), each Class B Lender hereby agrees to appoint an agent to act in accordance with the provisions of this Agreement terms hereof and the other Loan DocumentsCredit Documents (the “Class B Agent”). In performing its functions and duties hereunder, the Class B Agent shall act solely as an agent of the Class B Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class A Revolving Lender, Holdings or any of its Subsidiaries.

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

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

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

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

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

Appointment of Agents. Each of Barclays Bank PLC is hereby appointed Administrative Agent hereunder and under the Lenders other Loan Documents and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Bank PLC, in such capacity, to act on as its behalf as agent in accordance with the Administrative Agent terms hereof and the other Loan Documents. Barclays Bank PLC is hereby appointed Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including Lender hereby authorizes Barclays Bank PLC, in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent such capacity, to act as the its agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is hereby appointed Syndication Agent hereunder and under the other Loan Documents and each Lender hereby authorizes ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank PLC is hereby appointed Documentation Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank PLC, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 9.01 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third-party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower, Holdings or any of their Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in its capacity as Syndication Agent, nor Barclays Bank PLC, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.01.

Appointment of Agents. Each of the Lenders Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA is hereby appointed a Joint Lead Arranger and a Joint Bookrunner hereunder, and each Lender hereby authorizes each of the Issuing Banks hereby irrevocably appoints Barclays Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ Sachs Bank USA to act on as a Joint Lead Arranger and a Joint Bookrunner in accordance with the terms hereof and the other Loan Documents. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA is hereby appointed Syndication Agent hereunder, and each Lender hereby authorizes ▇▇▇▇▇▇▇ Sachs Bank USA to act as Syndication Agent in accordance with the terms hereof and the other Loan Documents. Credit Suisse AG (acting through any of its behalf as the branches or offices) is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and each Lender hereby authorizes Credit Suisse AG (acting through any of its branches or offices) to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Loan Documents. Each of the Agents and Lenders other than the Administrative Agent and the Collateral Agent hereby grant power of attorney to the Administrative Agent and the Collateral Agent to take such actions on its behalf be exercised for the purposes described in the foregoing. The Administrative Agent and to exercise such the Collateral Agent shall be released from the restrictions of Section 181 German Civil Code (and any equivalent restriction under any applicable other laws). At the request of the Administrative Agent and/or the Collateral Agent, the other Agents and the Lenders shall grant special powers as are delegated of attorney to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes and/or the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing enter into any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights amendments thereof, on their behalf. Citicorp North America, Inc. and remedies thereunder at the direction of the Administrative AgentDeutsche Bank Trust Company Americas are hereby appointed Co-Documentation Agents hereunder, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed hereby authorizes Citicorp North America, Inc. and Deutsche Bank Trust Company Americas to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Co-Documentation Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents.. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX are solely for the benefit of the Agents and the Lenders and no Loan Party nor any of their respective Subsidiaries shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Loan Party or any of their respective Subsidiaries. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each of the Syndication Agent and the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, none of Credit Suisse Securities (USA) LLC or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ Sachs, in their respective capacities as Joint Lead Arranger or Joint Bookrunner, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, in its capacity as Syndication Agent, nor Citicorp North America, Inc. or Deutsche Bank Trust Company Americas, in their respective capacities as Co-Documentation Agents, shall have any obligations but shall be entitled to all benefits of this

Appointment of Agents. Each of ▇▇▇▇▇ Fargo Bank, National Association is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes ▇▇▇▇▇ Fargo Bank, National Association to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Barclays to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Citibank N.A., Regions Bank, SunTrust Bank and U.S. Bank National Association are hereby appointed the Documentation Agents hereunder, and each Lender hereby authorizes Citibank N.A., Regions Bank, SunTrust Bank and U.S. Bank National Association to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each of the Syndication Agent and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Class A Revolving Lender hereby irrevocably appoints Barclays authorizes SunTrust Bank to act on its behalf as the Administrative Agent and Collateral Agent to the Class A Revolving Lenders hereunder and under the Loan Documentsother Credit Documents and each Class A Revolving Lender hereby authorizes SunTrust Bank, and authorizes in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan other Credit Documents. Each Lender hereby authorizes ▇▇▇▇▇ Fargo Bank N.A., together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender Collateral Agent on its behalf under the Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all applicable. The provisions of this ARTICLE VIII Section 8 are solely for the benefit of Agents and Section 9.03 (Lenders and neither Company or Holdings shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof. Without limiting the generality In performing its functions and duties hereunder, each Agent (other than Administrative Agent) shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of the foregoingClass A Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class B Revolving Lender, the Agents are hereby expressly authorized to execute Holdings or any and all documents (including releases) with respect of its Subsidiaries. On or prior to the Collateral and first date upon which any rights of the Secured Parties with respect thereto as contemplated by and Class B Revolving Lender makes a Class B Revolving Loan to Company pursuant to Section 2.1(a)(ii), each Class B Lender hereby agrees to appoint an agent to act in accordance with the provisions of this Agreement terms hereof and the other Loan DocumentsCredit Documents (the “Class B Agent”). In performing its functions and duties hereunder, the Class B Agent shall act solely as an agent of the Class B Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class A Revolving Lender, Holdings or any of its Subsidiaries.

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

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

Appointment of Agents. Each of the Lenders (a) BAMI is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes BAMI to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Credit Documents. BAMI is hereby appointed Administrative Agent and Agent, Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the BAMI to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents and Borrower consents to such appointment. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 (other than Sections 9.7 and 9.8(b)) are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Group Members. Each of Syndication Agent and each Additional Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. None of BAMI, in its capacity as Syndication Agent, nor any Additional Agent shall have any obligations but shall be entitled to all benefits of this Section 9. (b) Each Lender hereby acknowledges the appointment of BAMI as the Collateral Agent, and hereby authorizes such Collateral Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documentsall rights, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though that such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders have under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of the Lenders ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays, Citigroup and JPMorgan is hereby appointed a Syndication Agent and Bookrunner hereunder and each of the Issuing Banks Lender hereby irrevocably appoints authorizes ▇▇▇▇▇▇▇ Sachs, Barclays and Citigroup to act on its behalf as Syndication Agents and Bookrunners in accordance with the terms hereof and the other Credit Documents. ▇▇▇▇▇▇▇ ▇▇▇▇▇ is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent ▇▇▇▇▇▇▇ Sachs to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Santander is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Santander to act as Documentation Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents, Lenders and Lender Counterparties and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Syndication Agents and Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers none of ▇▇▇▇▇▇▇ ▇▇▇▇▇, Barclays and discretion Citigroup, in their capacities as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” Syndication Agents and Bookrunners shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of this Section 9. As of the Closing Date, Santander, in its capacity as Documentation Agent, shall have no obligations but shall be entitled to all provisions benefits of this ARTICLE VIII and Section 9.03 (as though such co-agents9. Each of any Syndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsDocumentation Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, any Bookrunner and any Permitted Refinancing of any Agent described in clause (vi) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

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

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

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

Appointment of Agents. Each of PNC Capital Markets, LLC is hereby appointed the Lenders Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes PNC Capital Markets, LLC to act on its behalf as the Administrative Syndication Agent in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. PNC Capital Markets, LLC is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes PNC Capital Markets, LLC to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. The Syndication Agent and each of the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arranger, the Bookrunner, the Syndication Agent and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arranger, the Bookrunner, Syndication Agent and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arranger, the Bookrunner, the Syndication Agent nor the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks ▇▇▇▇▇ Fargo Bank, National Association, is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent ▇▇▇▇▇ Fargo Bank, National Association, to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. are hereby appointed the Syndication Agents and each Lender hereby authorizes ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust Bank to act as the Syndication Agents in accordance with the terms hereof and the other Loan Documents. Fifth Third Bank, Regions Bank and U.S. Bank National Association are hereby appointed the Documentation Agents hereunder and under the other Loan documents and each Lender hereby authorizes Fifth Third Bank, Regions Bank and U.S. Bank National Association to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each of the Syndication Agents and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Barclays is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. ABN AMRO, HSBC, KBC and PNC are hereby appointed the Co-Syndication Agents hereunder, and each Lender hereby authorizes ABN AMRO, HSBC, KBC and PNC to act as the Co-Syndication Agents in accordance with the terms hereof and the other Loan Documents. Keybank and ▇▇▇▇▇ are hereby appointed the Co-Documentation Agents hereunder, and each Lender hereby authorizes Keybank and ▇▇▇▇▇ to act as the Co-Documentation Agents in accordance with the terms hereof and the other Loan Documents. Citizens is hereby appointed the Managing Agent hereunder, and each Lender hereby authorizes Citizens to act as the Managing Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. The Co- Syndication Agents, each of the Co-Documentation Agents and the Managing Agent, without consent of or notice to any party hereto, may assign any and all of their respective rights or obligations hereunder to any of their respective Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents, the Co-Documentation Agents and the Managing Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, Co-Syndication Agents, the Co-Documentation Agents and the Managing Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Bookrunners, the Co-Syndication Agents, the Co- Documentation Agents nor the Managing Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the JPMorgan is h▇▇▇▇▇ appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent JPMorgan to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each of JPMorgan, W▇▇▇▇ Fargo Securities, LLC, Bank of America, N.A. and Société Générale is hereby appointed as Joint Bookrunners hereunder, and each Lender hereby authorizes Joint Bookrunners to act as Joint Bookrunners in accordance with the terms hereof and the other Credit Documents. Each of JPMorgan, W▇▇▇▇ Fargo Securities, LLC, Bank of America, N.A., Société Générale, Citibank, N.A., R▇▇▇▇▇▇ J▇▇▇▇ Bank and U.S. Bank National Association is hereby appointed as Joint Lead Arrangers hereunder, and each Lender hereby authorizes Joint Lead Arrangers to act as Joint Lead Arrangers in accordance with the terms hereof and the other Credit Documents. Each of Barclays Bank PLC and Deutsche Bank AG New York Branch is hereby appointed as Documentation Agents hereunder, and each Lender hereby authorizes Documentation Agents to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. Each of W▇▇▇▇ Fargo Bank, N.A., Bank of America, N.A., Société Générale, Citibank, N.A., R▇▇▇▇▇▇ J▇▇▇▇ Bank and U.S. Bank National Association is hereby appointed as Syndication Agents hereunder, and each Lender hereby authorizes Syndication Agents to act as Syndication Agents in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender L▇▇▇▇▇▇ and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Parent or any of acquiringits Subsidiaries. The Syndication Agent and the Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion as are reasonably incidental thereto. In this connection, neither the Collateral Syndication Agent, in its capacity as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Syndication Agent, nor the Documentation Agent, in its capacity as the Documentation Agent, shall have any obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan DocumentsSyndication Agent, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, Documentation Agent and any Permitted Refinancing of any Agent described in clause (f) of the foregoingdefinition thereof may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower Representative. Without limiting Unless the generality of the foregoingcontext shall otherwise require, the Agents are hereby expressly authorized each reference to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and “Lender” in accordance with the provisions of this Agreement and the other Loan DocumentsSection 9 shall include each Issuing Bank.

Appointment of Agents. Each of the Lenders Barclays Capital and JPMorgan are hereby appointed Co-Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints authorizes Barclays Capital and JPMorgan to act on its behalf as the Co-Syndication Agents in accordance with the terms hereof and the other Loan Documents. W▇▇▇▇ Fargo is hereby appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent W▇▇▇▇ Fargo to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Citi is hereby appointed the Documentation Agent hereunder, and each Lender hereby authorizes Citi to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Wilmington Trust FSB is hereby appointed Collateral Trustee hereunder, and each Lender hereby authorizes Collateral Trustee to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein including Section 9.08) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein including Section 9.08). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX. Without limitation of the foregoing, none of the Arrangers, the Co-Syndication Agents or the Documentation Agent in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders Wachovia is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf as agent in accordance with the terms hereof and the other Credit Documents. CSFB is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. CSFB is hereby appointed Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of Antares and NCB is hereby appointed a Co-Documentation Agent hereunder, and each Lender hereby authorizes each Co-Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent and each Co-Documentation Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion neither Wachovia, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, nor Antares or NCB, in their capacities as “collateral agent” and Co-Documentation Agents, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions this Section 9. Anything herein to the contrary notwithstanding, none of this ARTICLE VIII the Lead Arranger, Book Runner, Syndication Agent and Section 9.03 Co-Documentation Agents listed on the cover page hereof shall have any powers (except, in the case of Lead Arranger, as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if expressly set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders herein), duties or responsibilities under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of this Agreement or any of the foregoing. Without limiting the generality of the foregoingother Credit Documents, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the except in its capacity, as applicable, as Administrative Agent, Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsAgent, a Lender or Issuing Bank hereunder.

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

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

Appointment of Agents. Each of the Lenders Citi and MLPFS are hereby appointed as Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Citi and MLPFS to act on its behalf as the Syndication Agents in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed as the Administrative Agent and and, during any Springing Lien Period, Collateral Agent (in such capacity, the “Collateral Agent”) hereunder and under the other Loan Documents, Documents and each Lender hereby authorizes Barclays to act as the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. JPMorgan is hereby appointed as the Documentation Agent hereunder, together with Royal Bank, MUFG Bank, Ltd., U.S. Bank National Association and ▇▇▇▇▇ Fargo Bank, National Association, and each Lender hereby authorizes JPMorgan, Royal Bank, MUFG Bank, Ltd., U.S. Bank National Association and ▇▇▇▇▇ Fargo Bank, National Association to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. US-DOCS\106883637.15 The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agents and the Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agents and the Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks ▇▇▇▇▇ Fargo Bank, National Association, is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent ▇▇▇▇▇ Fargo Bank, National Association, to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust Bank are hereby appointed the Syndication Agents and each Lender hereby authorizes ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust Bank to act as the Syndication Agents in accordance with the terms hereof and the other Loan Documents. Fifth Third Bank, Regions Bank, U.S. Bank National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd. are hereby appointed the Documentation Agents hereunder and under the other Loan documents and each Lender hereby authorizes Fifth Third Bank, Regions Bank, U.S. Bank National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd. to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each of the Syndication Agents and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

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

Appointment of Agents. Each Bank of America, N.A. is hereby appointed the Lenders Syndication Agent hereunder, and each Lender hereby authorizes Bank of the Issuing Banks hereby irrevocably appoints Barclays America, N.A. to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays Bank is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Barclays Bank to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Regions Bank, SunTrust Bank and U.S. Bank National Association are hereby appointed the Documentation Agents hereunder, and each Lender hereby authorizes Regions Bank and U.S. Bank National Association to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each of the Syndication Agent and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agent, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders MLPFS and CGMI are hereby appointed as a Co-Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes MLPFS and CGMI to act on its behalf as the Administrative Agent Co-Syndication Agents in accordance with the terms hereof and Collateral Agent hereunder and under the other Loan Documents, and authorizes . Barclays is hereby appointed as the Administrative Agent and the Collateral Agent hereunder and NY\6180200.13 under the other Loan Documents and each Lender hereby authorizes Barclays to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. Royal Bank is hereby appointed as the Documentation Agent hereunder, and each Lender hereby authorizes Royal Bank to act as the Documentation Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. Each Syndication Agent and the Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation Agent are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Co-Syndication Agents and the Documentation Agent shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX.

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

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

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

Appointment of Agents. Each Subject to the terms and conditions of this Agreement (including the Lenders and each of appendices attached hereto): (a) Altitude appoints the Issuing Banks hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan DocumentsAgents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent Agents agree to act as the agent exclusive agents of such Lender Altitude, to offer the Subscription Receipts for sale on a private placement basis in the Offering Jurisdictions, to certain offshore purchasers and such Issuing Bank for purposes of acquiring, holding certain purchasers in the United States and enforcing any and all Liens on Collateral granted by any U.S. Persons through the U.S. registered broker-dealer affiliates of the Loan Parties pursuant Agents, and to the Security Documents use their commercially reasonable best efforts to secure any solicit and procure Purchasers of the ObligationsSubscription Receipts on behalf of Altitude; and (b) Triumph appoints the Agents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant Agents agree to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent exclusive agents of Triumph, to offer the FT Subscription Receipts for lenders under sale on a private placement basis in the Second Lien Loan Documents, Offering Jurisdictions and to certain offshore purchasers (but not purchasers in the Other Term Loans, the Other Revolving Commitments, the Additional DebtUnited States or U.S. Persons), and any Permitted Refinancing of any to use their commercially reasonable best efforts to solicit and procure Purchasers of the foregoingFT Subscription Receipts on behalf of Triumph. Without limiting At the generality of Closing Time on the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by Closing Date and in accordance with and subject to the provisions of this Agreement Agreement, the Subscription Receipt Agreements and the Subscription Agreements, Altitude shall issue and sell the Subscription Receipts and Triumph shall issue and sell the FT Subscription Receipts. It is understood and agreed by the parties that the Agents shall act as agents only and at no time shall the Agents have any obligation whatsoever to purchase any Subscription Receipts or FT Subscription Receipts. The Agents shall have the right to form a selling group (the “Selling Group”) consisting of other Loan Documentsregistered securities dealers upon the terms and conditions set out in a selling group agreement to be entered into between the Agents and the members of the Selling Group and the Agents shall provide all commercially reasonable information requested by Altitude and/or Triumph regarding the Selling Group.

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks (a) CS is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, (b) each of CS Securities, MSSF, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC and ▇▇▇▇▇ Fargo Securities, LLC is hereby appointed as an Arranger hereunder and under the other Loan Documents, (c) MSSF is hereby appointed as syndication agent hereunder and under the other Loan Documents, and (d) each of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC and ▇▇▇▇▇ Fargo Securities is hereby appointed as a co-documentation agent hereunder and under the other Loan Documents; and each Lender hereby authorizes each of CS, CS Securities, MSSF, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Barclays Bank PLC and ▇▇▇▇▇ Fargo Securities, LLC to act in such capacities as its agents in accordance with the Administrative terms hereof and thereof. Each Agent hereby agrees to act on the express conditions contained herein and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the other Loan Documents, together with such actions as applicable. The provisions of this Section 8 are solely for the benefit of Agents and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent Lenders and no Loan Party shall have all the any rights and benefits as a third-party beneficiary of any of the Administrative Agent set forth in this Articleprovisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Borrower or any of acquiringits Subsidiaries. Each of Arrangers and Administrative Agent, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of its Affiliates. No Arranger shall have any obligations under or related to the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, but shall be entitled to the benefits of all provisions this Section 8. Notwithstanding any other provision of this ARTICLE VIII Agreement or any provision of any other Loan Document, the Arrangers, the Syndication Agent and Section 9.03 (the Co-Documentation Agents are named as though such co-agentsfor recognition purposes only, subagents and attorneys-in-fact were in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each Arranger shall be entitled to all indemnification and reimbursement rights and exculpations in favor of the “collateral agent” under Agents provided herein and in the other Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality limitation of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto no Arranger in its respective capacity as contemplated such shall, by and in accordance with the provisions reason of this Agreement and the or any other Loan DocumentsDocument, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each (a) MS PRIVATE CREDIT ADMINISTRATIVE SERVICES LLC is hereby appointed the Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to appoint and authorize) MS PRIVATE CREDIT ADMINISTRATIVE SERVICES LLC, in such capacity, to act as its agent in accordance with the terms hereof and the other Loan Documents, including, without limitation, to make loans, for such Agent or on behalf of the applicable Lenders and Bank Product Providers as provided in this Agreement or any other Loan Document and to perform, exercise and enforce any and all other rights and remedies of the Lenders and each Bank Product Providers with respect to the Loan Parties, the Obligations or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the Issuing Banks rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (b) Without limiting the Security Trust Deed, MS PRIVATE CREDIT ADMINISTRATIVE SERVICES LLC is hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent and appointed Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to appoint and authorize) MS PRIVATE CREDIT ADMINISTRATIVE SERVICES LLC, in such capacity, to act as its agent and trustee in accordance with the terms hereof and the other Loan Documents, including, without limitation, to make loans, for such Agent or on behalf of and authorizes as trustee for the Administrative Agent applicable Lenders and the Collateral Agent to take such actions on its behalf Bank Product Providers as provided in this Agreement or any other Loan Document and to perform, exercise such powers as are delegated and enforce any and all other rights and remedies of the Lenders and Bank Product Providers with respect to the Administrative Loan Parties, the Obligations or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and Collateral remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Parties. (c) Each Agent ▇▇▇▇▇▇ agrees to act upon the express conditions contained herein and the other Loan Documents, together with such actions and powers as are reasonably incidental theretoapplicable. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent Except as expressly set forth in Section 9.7, Section 9.8, Section 9.11 and Section 9.15, the provisions of this ArticleArticle IX are solely for the benefit of Agents, Bank Product Providers and Lenders and no Loan Party shall have any rights as a third-party beneficiary of any of the provisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and Bank Product Providers and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the “collateral agent” Borrower or any of its Subsidiaries. (d) Each Agent may execute any of its duties under the this Agreement or any other Loan Documents, and each of the Lenders Document (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, Collateral Documents or for of exercising any rights and remedies thereunder at thereunder) by or through Affiliates, agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the direction of the Administrative applicable Agent, and shall be entitled to advice of counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. No Agent shall be responsible for the benefits negligence or misconduct of all provisions of this ARTICLE VIII and Section 9.03 (as though such coany agent or sub-agents, subagents and attorneysagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct. The exculpatory, indemnification and other provisions of Section 9.3, Section 9.6 and Section 9.7 shall apply to any of the Affiliates of each Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral Agent, as applicable. All of the rights, benefits and privileges (including the exculpatory and indemnification provisions) of Section 9.3, Section 9.6 and Section 9.7 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the “collateral agent” contrary, with respect to each sub-agent appointed by any Agent, (i) such sub-agent shall be a third-party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory and rights to indemnification) and shall have all of the rights, benefits and privileges of a third-party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Loan DocumentsParties, Bank Product Providers and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent or the Collateral Agent, as if set forth applicable, and not to any Loan Party, Lender, Bank Product Provider or any other Person and no Loan Party, Lender, Bank Product Provider or any other Person shall have the rights, directly or indirectly, as a third-party beneficiary or otherwise, against such sub-agent. (e) Each of the Lenders irrevocably authorizes the Administrative Agent or the Collateral Agent, as the case may be, to (i) provide any release or evidence of release, termination or subordination contemplated by Section 9.8 (and upon request by the Administrative Agent or the Collateral Agent, as the case may be, at any time, the Required Lenders will confirm in full herein writing the Administrative Agent’s authority or the Collateral Agent’s authority, as the case may be, to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Documents and Section 9.8), (ii) enter into subordination or intercreditor agreements with respect thereto. The to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders acknowledge and agree not less than five (and each Lender Counterparty 5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders shall be deemed to hereby acknowledge have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and agreeto have consented to such intercreditor agreement (with such changes) that and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may also act secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Term Loans); and (iii) enter into and sign for and on behalf of the Lenders as Secured Parties the collateral agent Collateral Documents for lenders under the Second Lien Loan Documentsbenefit of the Lenders and the other Secured Parties. (f) Except as otherwise expressly set forth herein, the Other Term LoansLead Arranger shall have no right, the Other Revolving Commitmentspower, the Additional Debtobligation, and any Permitted Refinancing of any of the foregoingliability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized Lead Arranger shall have or be deemed to execute have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and all documents (including releases) with respect will not rely, on the Lead Arranger in deciding to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of enter into this Agreement and the other Loan Documentsor in taking or not taking action hereunder.

Appointment of Agents. Each of the Lenders ▇▇▇▇▇ Fargo Bank, N.A. and RBC Capital Markets Corporation are hereby appointed Syndication Agents hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes ▇▇▇▇▇ Fargo Bank, N.A. and RBC Capital Markets Corporation to act on its behalf as Syndication Agents in accordance with the terms hereof and the other Credit Documents. DBTCA is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent DBTCA to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each of the Loan Documentation Agents listed in the definition thereof is hereby appointed as a Documentation Agent hereunder, and each Lender hereby authorizes such Documentation Agents to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, together with such actions and powers as are reasonably incidental theretoapplicable. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent Except as set forth in Section 9.7(a), (b) and (d) and 9.8, the provisions of this ArticleSection 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. The Collateral In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Parent or any of its Subsidiaries (other than with respect to the “collateral agent” under maintenance of the Loan Documents, Register as set forth in Section 2.7(b)). Each Syndication Agent and each Documentation Agent, without consent of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent notice to act as the agent of such Lender and such Issuing Bank for purposes of acquiringany party hereto, holding and enforcing may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral neither any Syndication Agent, in its capacity as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative a Syndication Agent, nor any Documentation Agent, in its capacity as a Documentation Agent, shall have any obligations but shall be entitled to the all benefits of all provisions this Section 9. Each of this ARTICLE VIII and Section 9.03 (as though such co-agentsSyndication Agent, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Documentation Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any Agent described in clause (e) of the foregoing. Without limiting the generality of the foregoingdefinition thereof may resign from such role at any time, the Agents are hereby expressly authorized with immediate effect, by giving prior written notice thereof to execute any Administrative Agent and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrowers.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Syndication Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. GSCP and UBSS are hereby appointed joint Lead Arrangers hereunder, and each Lender hereby authorizes Lead Arrangers to act as its agent in accordance with the terms hereof and the other Credit Documents. UBS is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. M▇▇▇▇▇ S▇▇▇▇▇▇, ▇▇ and GECC are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes Documentation Agents to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of such Lender Lenders and such Issuing Bank does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for purposes Holdings or any of acquiringits Subsidiaries. Each of Syndication Agent and Documentation Agents, holding and enforcing without consent of or notice to any party hereto, may assign any and all Liens on Collateral granted by of its rights or obligations hereunder to any of the Loan Parties pursuant to the Security Documents to secure any its Affiliates. As of the ObligationsClosing Date, together with such powers and discretion neither GSCP, in its capacity as are reasonably incidental thereto. In this connection, the Collateral Syndication Agent, nor M▇▇▇▇▇ S▇▇▇▇▇▇, ▇▇ or GECC, in their respective capacities as “collateral agent” and Documentation Agents, shall have any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. (a) Each of the Lenders and each of the Lender (in its capacities as Lender and/or an Issuing Banks Bank (if applicable), hereby irrevocably appoints Barclays Truist to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan Documentsother Credit Documents for the benefit of the Secured Parties. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of ▇▇▇▇▇▇▇ and authorizes does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any of its Subsidiaries (other than to the Administrative Agent limited extent expressly set forth in the final sentence of Section 2.06(b)). As of the Closing Date, the Lead Arranger shall not have any obligations but shall be entitled to all the benefits of this Section 9. (b) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the Collateral Agent to take documents associated therewith; provided that such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent Issuing Bank shall have all the rights and benefits of the benefits and immunities (i) provided to the Agents in this Section 9 with respect to any acts NAI-1537241654v2 taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Section 9 and in the definition of “Related Party” included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such Issuing Bank. (c) Administrative Agent set forth in this Article. The Collateral Agent shall also act as the “collateral agent” under the Loan Credit Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Cash Management Bank and Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Credit Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 9.11 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Collateral Documents, or for exercising any rights and remedies thereunder or under any intercreditor agreement at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 9 (including Section 9.06, as though such co-agents, subagents sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Credit Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents.

Appointment of Agents. Each of the Lenders (a) KeyBank is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes KeyBank to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Credit Documents. CIT Healthcare is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent CIT Healthcare to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof. In performing its functions and duties hereunder, together each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with such actions or for Holdings or any of its Subsidiaries. Each of Syndication Agent and powers Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Neither KeyBank, in its capacity as are reasonably incidental thereto. Unless otherwise specifically set forth hereinSyndication Agent, nor General Electric Capital Corporation, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9. (b) Upon consultation with Borrower, the Collateral Administrative Agent shall have all the rights right to appoint, assign and benefits grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of the doubt, any Administrative Agent or Collateral Agents under this Credit Agreement or other agents with similar responsibilities or functions under this Credit Agreement), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder) and, in accordance there, such additional Agents and Co-Agents shall be deemed appointed in accordance with Section 9.1(a) hereof. Following such appointment, the provisions set forth in this Article. The Collateral Section 9 shall apply to such Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Co-Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth such Agent or Co-Agent were an “Agent” as referred to in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan DocumentsSection 9.

Appointment of Agents. Each of the Lenders Citi is hereby appointed as Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Citi to act on its behalf as the Syndication Agent in accordance with the terms hereof and the other Loan Documents. Barclays is hereby appointed as the Administrative Agent and and, during any Springing Lien Period, Collateral Agent (in such capacity, the “Collateral Agent”) hereunder and under the other Loan Documents, Documents and each Lender hereby authorizes Barclays to act as the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents.. BofA is hereby appointed as the Documentation Agent hereunder, together with JPMorgan, RBC, Truist, Citizens Bank, MUFG Bank, US Bank and ▇▇▇▇▇ Fargo Bank and each Lender hereby authorizes BofA, JPMorgan, RBC, Truist, Citizens Bank, MUFG Bank, US Bank and ▇▇▇▇▇ Fargo Bank to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article IX (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article IX (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Group Member. The Syndication Agent and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Arrangers, the Bookrunners, the Syndication Agent and the Documentation Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Article IX

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

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Class A Revolving Lender hereby irrevocably appoints Barclays authorizes SunTrust Bank to act on its behalf as the Administrative Agent and Collateral Agent to the Class A Revolving Lenders hereunder and under the Loan Documentsother Credit Documents and each Class A Revolving Lender hereby authorizes SunTrust Bank, and authorizes in such capacity, to act as its agent in accordance with the Administrative Agent terms hereof and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan other Credit Documents. Each Lender hereby authorizes W▇▇▇▇ Fargo Bank N.A., together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender Collateral Agent on its behalf under the Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agentother Credit Documents, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all applicable. The provisions of this ARTICLE VIII Section 8 are solely for the benefit of Agents and Section 9.03 (Lenders and neither Company or Holdings shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof. Without limiting the generality In performing its functions and duties hereunder, each Agent (other than Administrative Agent) shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of the foregoingClass A Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class B Revolving Lender, the Agents are hereby expressly authorized to execute Holdings or any and all documents (including releases) with respect of its Subsidiaries. On or prior to the Collateral and first date upon which any rights of the Secured Parties with respect thereto as contemplated by and Class B Revolving Lender makes a Class B Revolving Loan to Company pursuant to Section 2.1(a)(ii), each Class B Lender hereby agrees to appoint an agent to act in accordance with the provisions of this Agreement terms hereof and the other Loan DocumentsCredit Documents (the “Class B Agent”). In performing its functions and duties hereunder, the Class B Agent shall act solely as an agent of the Class B Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class A Revolving Lender, Holdings or any of its Subsidiaries.

Appointment of Agents. Each of the Lenders Citibank GM is hereby appointed Syndication Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Citibank GM to act on its behalf as Syndication Agent in accordance with the terms hereof and the other Loan Documents. Citibank NA is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Citibank NA to act as Administrative Agent in accordance with the terms hereof and the other Loan Documents. ▇▇▇▇▇ Fargo is hereby appointed Collateral Agent hereunder, and each Lender hereby authorizes ▇▇▇▇▇ Fargo to act as Collateral Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. Except as expressly provided herein (including in the proviso in the first sentence of Section 8.07(a)), the provisions of this Article 8 are solely for the benefit of the Agents and authorizes the Lenders and no Borrower Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Borrower Party. The Syndication Agent, without the consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective Date, Citibank GM, in its capacity as Syndication Agent, shall not have any duties or obligations under this Agreement or any of the other Loan Documents but shall be entitled to all benefits of this Article 8. The Syndication Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated Borrower. Anything herein to the Administrative Agent and Collateral Agent by the terms contrary notwithstanding, none of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, Joint Lead Arrangers listed on the Collateral Agent cover page hereof shall have all the rights and benefits of the Administrative Agent set forth in any powers, duties or responsibilities under this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty Agreement or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment of Agents. Each of the Lenders GSCP is hereby appointed Co-Syndication Agent and a Joint Lead Arranger hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes GSCP, in such capacities, to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. CIBCWM is hereby appointed a Joint Lead Arranger and each Lender authorizes CIBCWM, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. CIBC is hereby appointed Administrative Agent and Collateral Agent Trustee hereunder and under the Loan other Credit Documents, and each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by Trustee to act in such capacities as its agent in accordance with the terms hereof and the other Credit Documents. DB is hereby appointed Co-Syndication Agent hereunder, and each Lender hereby authorizes DB, in such capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. GECC is hereby appointed Senior Managing Agent hereunder, and each Lender hereby authorizes GECC to act as its agent in accordance with the terms hereof and the other Credit Documents. Bank One is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes Bank One to act as its agent in accordance with the terms hereof and the other Credit Documents. Fleet is hereby appointed Co-Documentation Agent hereunder, and each Lender hereby authorizes Fleet to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the Loan Documentsprovisions thereof (except as provided in Sections 9.7 and 9.8). In performing its functions and duties hereunder, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holding or any of its Subsidiaries. After the “collateral agent” under the Loan DocumentsClosing Date, and each none of the Lenders (including GSCP, in its capacities as Co-Syndication Agent and a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act Joint Lead Arranger, CIBCWM, in its capacity as the agent of such Lender and such Issuing Bank for purposes of acquiringJoint Lead Arranger, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the ObligationsDB, together with such powers and discretion in its capacity as are reasonably incidental thereto. In this connection, the Collateral Co-Syndication Agent, GECC, in its capacity as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Senior Managing Agent, Fleet, in its capacity as Co-Documentation Agent and Bank One, in its capacity as Co-Documentation Agent, shall have any obligations but shall be entitled to the all benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

Appointment of Agents. Each of GSCP and UBSW is hereby appointed a Joint Lead Arranger hereunder. GSCP is hereby appointed Syndication Agent hereunder. Each Lender hereby authorizes each Joint Lead Arranger and Syndication Agent to act as its agent in accordance with the Lenders terms hereof and the other Credit Documents. General Electric Capital Corporation ("GECC") is hereby appointed Documentation Agent hereunder, and each of the Issuing Banks Lender hereby irrevocably appoints Barclays authorizes Documentation Agent to act on as its behalf agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as the applicable. UBS is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Administrative Agent to act as its agent in accordance with the agent of such Lender terms hereof and such Issuing Bank for purposes of acquiringthe other Credit Documents. GECC is hereby appointed Collateral Monitoring Agent hereunder, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed hereby authorizes Collateral Monitoring Agent to hereby acknowledge and agree) that Collateral Agent may also act as its agent in accordance with the collateral agent for lenders under terms hereof and the Second Lien Loan other Credit Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoingUBS' appointment as Administrative Agent, the Agents are each Lender and each Agent (other than Administrative Agent) hereby expressly authorized directs Administrative Agent to execute any and all documents (including releases) with respect deliver the Intercreditor Agreement on its behalf and agrees that it shall be bound by and subject to the terms of the Intercreditor Agreement and, without limitation, expressly authorizes the Administrative Agent to appoint the "Joint Collateral Agent" and any rights successor thereof (as such term is defined in the Intercreditor Agreement, and herein the "JOINT COLLATERAL AGENT") pursuant to such Intercreditor Agreement and upon the terms thereof and each Lender hereby conforms and ratifies the appointment of the Secured Parties with respect thereto GMAC as contemplated by Joint Collateral Agent and each Lender hereby authorizes Joint Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Agreement Section 9 (except Section 9.9 and 9.10) are solely for the other Loan Documentsbenefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each of the Joint Lead Arrangers, Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP, in its capacities as a Joint Lead Arranger, nor UBSW, in its capacity as a Joint Lead Arranger, nor GECC, in its capacity as Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

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

Appointment of Agents. Each of the Lenders Citi, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Barclays, MLPFS, GS Bank, and Macquarie Capital is hereby appointed a Bookrunnner hereunder and each Lender hereby authorizes each of Citi, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Barclays, MLPFS, GS Bank, and Macquarie Capital to act as a Bookrunner in accordance with the terms hereof and of the Issuing Banks other Credit Documents. UBSS is hereby irrevocably appoints Barclays appointed Co-Manager hereunder and each Lender hereby authorizes UBSS to act on its behalf as Co-Manager in accordance with the terms hereof and of the other Credit Documents. Citi is hereby appointed Administrative Agent and Collateral Agent hereunder and under the Loan Documents, other Credit Documents and each Lender hereby authorizes the Administrative Agent and the Collateral Agent Citi to take such actions on its behalf and to exercise such powers act as are delegated to the Administrative Agent and Collateral Agent by in accordance with the terms hereof and of the Loan other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and in the other Credit Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Articleapplicable. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII Section 9 are solely for the benefit of Agents, Lenders and Section 9.03 (Lender Counterparties and no Credit Party shall have any rights as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing a third party beneficiary of any of the foregoingprovisions thereof. Without limiting the generality In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Each of the foregoingCo-Manager, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral Bookrunner and any rights Agent described in clause (v) of the Secured Parties definition thereof may resign from such role at any time, with respect thereto as contemplated immediate effect, by giving prior written notice thereof to Administrative Agent and in accordance with the provisions of this Agreement and the other Loan DocumentsBorrower.

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

Appointment of Agents. Each of the Lenders and each of the Issuing Banks ▇▇▇▇▇ Fargo Bank, National Association, is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, Documents and each of the Lenders (including in its capacities as a Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent ▇▇▇▇▇ Fargo Bank, National Association, to act as the agent of such Lender and such Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement terms hereof and the other Loan Documents. ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust Bank are hereby appointed the Syndication Agents and each Lender hereby authorizes ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust Bank to act as the Syndication Agents in accordance with the terms hereof and the other Loan Documents. Fifth Third Bank, Regions Bank, U.S. Bank National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd. are hereby appointed the Documentation Agents hereunder and under the other Loan documents and each Lender hereby authorizes Fifth Third Bank, Regions Bank, U.S. Bank National Association and The Bank of Tokyo- Mitsubishi UFJ, Ltd. to act as the Documentation Agents in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Section 14 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each of the Syndication Agents and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 14. Without limitation of the foregoing, neither the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of this Agreement or any other Loan Document, have any fiduciary relationship in respect of any Lender, Loan Party or any other Person.

Appointment of Agents. Each of the Lenders and each of the Issuing Banks Citibank, N.A. is hereby irrevocably appoints Barclays to act on its behalf as appointed the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each of the Banks, Issuing Bank and Swing Loan Documents, and Lender hereby authorizes the Administrative Agent (under release from the restrictions of section 181 of the German Civil Code) to act as its agent in accordance with the terms hereof and the other Credit Documents. Citicorp North America, Inc. is hereby irrevocably appointed the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to (under release from the Administrative Agent and Collateral Agent by the terms restrictions of section 181 of the Loan Documents, together with such actions German Civil Code) hereunder and powers as are reasonably incidental thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article. The Collateral Agent shall act as the “collateral agent” under the Loan Documents, other Credit Documents and each of the Lenders (including in its capacities as a Banks, Issuing Bank and Swing Loan Lender Counterparty or potential Lender Counterparty) and each of the Issuing Banks hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent in accordance with the agent terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of such Lender this Section 9 are solely for the benefit of the Agents, the Banks and such the Issuing Bank for purposes Banks and no Credit Party shall have any rights as a third party beneficiary of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Banks and does not assume and shall not be deemed to the Security Documents to secure have assumed any obligation towards or relationship of agency or trust with or for Xerium or any of the Obligations, together with such powers and discretion as are reasonably incidental theretoits Subsidiaries. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction As of the Administrative AgentClosing Date, Citigroup Global Markets Inc., in its capacity as a Lead Arranger, shall not have any obligations hereunder but shall be entitled to the all benefits of this Section 9, and Jefferies Finance LLC, in its capacity as a Lead Arranger and Syndication Agent, shall not have any obligations hereunder but shall be entitled to all provisions benefits of this ARTICLE VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral agent for lenders under the Second Lien Loan Documents, the Other Term Loans, the Other Revolving Commitments, the Additional Debt, and any Permitted Refinancing of any of the foregoing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents9.

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