Common use of Appointment Clause in Contracts

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender The Company hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative AgentAdviser, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated subject to the Administrative Agent by direction of the Board of Directors, for the period and on the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere set forth in this Agreement, the Administrative Agent shall not have any duties or responsibilitiesto provide advisory, except those expressly set forth management, and other services, as described herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each series of the Administrative AgentCompany (individually and collectively referred to herein as “Series”). The Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided. In the event the Company establishes and designates additional series with respect to which it desires to retain the Adviser to render advisory services hereunder, each Lenderit shall notify the Adviser in writing. If the Adviser is willing to render such services, it shall notify the Company in writing, whereupon such additional series shall become a Series hereunder. With respect to those Series that have obtained shareholder approval, subject to the approval of the Board of Directors of the Company, the Swingline Lender Adviser is authorized to enter into sub-advisory agreements with other registered investment advisers to serve as investment sub-advisers, whether or not affiliated with the Adviser (each a “Sub-Adviser”). The Adviser will continue to have responsibility for all services furnished pursuant to any sub-advisory agreement (each a “Sub-Advisory Agreement”). The Company and Adviser understand and agree that the Letter Adviser may manage each Series in a “manager-of-managers” style with either a single or multiple sub-advisers, which contemplates that the Adviser will, among other things and pursuant to an order issued by the U.S. Securities and Exchange Commission (the “SEC”): (1) continually evaluate the performance of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated any Sub-Adviser to the Collateral Agent by the terms of this Agreement Company; and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision (2) periodically make recommendations to the contrary elsewhere in this AgreementCompany’s Board of Directors regarding the results of its evaluation and monitoring functions. The Company recognizes that, subject to the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any approval of the Administrative Agent, the Lenders, the Swingline Lender or the Letter Board of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each Directors of the Syndication AgentCompany, Joint Lead Arrangers a Sub-Adviser’s services may be terminated or modified and Bookrunners and Joint Bookrunnersthat the Adviser may appoint a new Sub-Adviser for a Series, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled subject to all benefits of this Section 12the applicable SEC order.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative any Agent. (b) The Administrative AgentEach Qualified Counterparty and each Qualified Cash Management Bank, each Lenderpursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents, hereby irrevocably designates and appoints the Swingline Lender Agents as the agents of such Qualified Counterparty or Qualified Cash Management Bank under this Agreement and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateralother Loan Documents, and each of the Administrative Agent, each Lender, the Swingline Lender such Qualified Counterparty and the Letter of Credit Issuer Qualified Cash Management Bank irrevocably authorizes the Collateral each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral no Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Qualified Counterparty or the Letter of Credit IssuersQualified Cash Management Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Collateral any Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates of the Borrower and appoints the Administrative Agent hereby designate and appoint the Collateral Agent to act as the its agent of such Lender under this Agreement and the other Credit Documents and irrevocably hereby authorizes the Administrative Agent, in such capacity, Collateral Agent to take such action actions on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated granted to the Collateral Agent by this Agreement. The Collateral Agent hereby accepts such agency appointment to act as Collateral Agent pursuant to the terms of this Agreement Agreement, until its resignation or removal as Collateral Agent pursuant to the terms hereof. In such capacity, the Collateral Agent shall assist the Borrower and the other Credit Documents, together Collateral Manager in connection with such other powers as are reasonably incidental thereto. Notwithstanding any provision maintaining a database of certain characteristics with respect to the contrary elsewhere Collateral on an ongoing basis as provided herein, and in providing to the Borrower and the Collateral Manager certain reports, schedules and calculations, all as more particularly described in Section 7.2(b) below (in each case in such form and content, and in such greater detail, as may be mutually agreed upon by the parties hereto from time to time), based upon information and data received from the Borrower and/or the Collateral Manager. The Collateral Agent’s duties and authority are limited to the duties and authority specifically set forth in this Agreement. By entering into, or performing its duties under, this Agreement, the Collateral Agent shall not have be deemed to assume any duties obligations or responsibilities except those expressly set forth herein, liabilities of the Borrower or the Collateral Manager under this Agreement or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuersother Transaction Document, and no implied covenantsnothing herein contained shall be deemed to release, functionsterminate, responsibilitiesdischarge, limit, reduce, diminish, modify, amend or otherwise alter in any respect the duties, obligations or liabilities shall be read of the Borrower or the Collateral Manager under this Agreement. Concurrently herewith, the Lenders direct and authorize the Collateral Agent to enter into this Agreement or any other Credit Document or otherwise exist against the Securities Account Control Agreement. For the avoidance of doubt, all of the Collateral Agent’s rights, protections and immunities provided herein shall apply to the Collateral Agent for any actions taken or omitted to be taken under the Securities Account Control Agreement in such capacity. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect Each Lender further authorizes the Administrative Agent to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit act as representative of the Agents Lenders under the Security Agreement and the Lenderseach other Security Document, and the Borrower shall not have rights as third party beneficiary of any such provisionapplicable. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each Each of the Administrative Agent, each Lender, the Swingline Lender and the Letter Agents may perform any of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf their respective duties under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with may perform any of their respective duties under the Administrative Agent, Security Documents by or through one or more of their respective affiliates). 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 Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Lenders, the Swingline Lender or the Letter Related Parties of Credit Issuerseach Agent and any such sub-agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Agent. (c) Each Except for Sections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the Syndication AgentBorrower’s rights thereunder and the conditions included therein) 10.9, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits the provisions of this Section 1210 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower Borrowers or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of ▇▇▇▇▇▇▇ 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, the Borrowers or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Wilmington Savings Fund Society, FSB as Administrative Agent as the agent of such Lender hereunder and under this Agreement and the other Credit Documents Documents, as applicable, and irrevocably authorizes the Administrative Agent, in such its respective capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Joint Lead Arrangers and Section 12.9 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and the none of Holdings, any Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or any other Credit Document, the Administrative Agent shall will not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, as applicable, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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 or any of their respective Subsidiaries. Each Lender hereby acknowledges that the Lenders may syndicate the Loans on or after the Closing Date and, in connection with such syndication, the Administrative Agent is hereby: (a) authorized and directed to execute a syndication escrow agreement and such other documents, in each case as are satisfactory to it and as are presented to it by the Lender Advisor for execution, to facilitate such syndication and take such actions as are set forth therein and (b) the Administrative Agent shall not be liable for any actions taken or omitted in accordance with such documents related to such syndication, other than for its gross negligence or willful misconduct as determined in the final non-appealable judgment of a court of competent jurisdiction. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or any other Credit Document, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent and the Lenders, the Swingline Lender or the Letter of Credit Issuers, Lenders and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each Lender hereby irrevocably authorizes the Collateral Agent, based upon the instruction of the Syndication AgentRequired Lenders, Joint Lead Arrangers to credit bid and Bookrunners purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted by the Collateral Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC (or any equivalent provision of the UCC), and Joint Bookrunnersthe PPSA, each at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or under Canadian Bankruptcy and Insolvency Law, or at any other sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable Requirements of Law. In no event shall the Agent be obligated to take title to or possession of Collateral in its capacity own name, or otherwise in a form or manner that may, in its reasonable judgment, expose it to liability; provided that if any Agent declines to take title to or possession of Collateral because it exposes it to liability, it will promptly notify the Lenders thereof. (d) Each Lender irrevocably appoints each other Lender as suchits agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC and the PPSA or any other applicable Requirement of Law a security interest can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled notify the Administrative Agent thereof and promptly deliver such Collateral to all benefits of this Section 12the Collateral Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Syndication Agents, the Documentation Agents, the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Documentation Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints Credit Suisse AG, New York Branch, as Agent of such Lender to act as specified herein and in the Administrative Agent other Loan Documents, and each such Lender hereby authorizes the Agent, as the agent of for such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect , including but not limited to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit appointing of the Agents and Collateral Agent under the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provisionSecurity Agreement. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Document Loan Documents, or shall otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender . In performing its functions and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf duties under the provisions of this Agreement and the other Credit Loan Documents, the Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Facility Party. Without limiting the generality of the foregoing two sentences, the use of the term “agent” herein and in the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated with reference to the Collateral Agent by the terms is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Agreement Article X (other than Section 10.09) are solely for the benefit of the Agent and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to Lenders and none of the contrary elsewhere in this Agreement, Facility Parties nor the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any rights as a third party beneficiary of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any provisions hereof (other Credit Document or otherwise exist against the Collateral Agentthan Section 10.09). (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. SECTION 2.1 To the extent the Parent elects to have the Manager provide such services, the Manager is hereby appointed by the Parent as the administrative manager of the Group and the Manager hereby accepts any such appointment on the terms and conditions of this Agreement. SECTION 2.2 To the extent the Parent elects to have the Manager provide such services, the Manager shall be appointed by (a) Each Lender hereby irrevocably designates and appoints each Shipowning Subsidiary pursuant to the Administrative Agent provisions of Section 3.3 hereof as the agent technical and commercial manager of each such Lender under Shipowning Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement Agreement and this Agreement and (b) each member of the other Credit Documents Group acquiring a Newbuild, as the supervisor of the construction thereof on the terms and irrevocably authorizes conditions of the Administrative Agentrelevant Supervision Agreement and this Agreement. SECTION 2.3 The Manager undertakes to use its best endeavors to provide: (a) the services specified in Articles V, in such capacityVI, to take such action on its behalf under the provisions VII and VIII of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.; (b) The Administrative Agent, the services specified in each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supervision Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.; and (c) Each the Management Services in respect of each Vessel specified in each Shipmanagement Agreement (the services to be provided under Sections 2.3(a), 2.3(b) and 2.3(c) collectively the “Services”). SECTION 2.4 The Manager may upon notice to the Parent appoint any Person (a “Submanager”) at any time throughout the duration of this Agreement to discharge any of the Syndication AgentManager’s duties under this Agreement, Joint Lead Arrangers provided that if such Person is not an Affiliate of the Manager, the Manager shall obtain the Consent of the Parent prior to such appointment (such Consent of the Parent not to be unreasonably withheld or delayed). SECTION 2.5 The Manager’s power to delegate performance of any provision of this Agreement hereunder is without prejudice to the Manager’s liability to the Parent to perform this Agreement with the intention that the Manager shall remain responsible to the Parent for the due and Bookrunners timely performance of all duties and Joint Bookrunnersresponsibilities of the Manager hereunder PROVIDED HOWEVER that to the extent that any Submanager has performed any such duty, each in its capacity as such, the Manager shall not have be under any obligationsobligation to perform again the same duty. SECTION 2.6 The Parent may elect at any time to replace the Manager with the Other Manager for services provided hereunder (any such replacement, duties a “Manager Substitution”). Upon a Manager Substitution, Schedule A, B and/or C hereto (as the case may be) shall automatically be amended to reflect such a Manager Substitution. The Manager shall reasonably cooperate with the Parent and the Other Manager to facilitate the transfer of such services (including the transfer of any prepaid costs to the Other Manager) without disruption to the business of the Group or responsibilities under this Agreement but the incurrence of any additional costs or expenses to the Group. A Manager Substitution shall be entitled not result in an increase to, or duplication of, the aggregate management fees payable to all benefits of this Section 12the Manager and the Other Manager.

Appointment. (a) Each Lender Bank hereby irrevocably designates and appoints BTCo, Chase, Citibank and Fuji as Senior Managing Agents (such term to include any of the Administrative Agent Senior Managing Agents acting as the agent Payments Administrator) of such Lender under this Agreement Bank to act as specified herein and in the other Credit Documents Documents, and each such Bank hereby irrevocably authorizes BTCo, Chase, Citibank, Fuji, as the Administrative Agent, in Senior Managing Agents for such capacityBank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent respective Senior Managing Agents by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of Each Senior Managing Agent agrees to act as such upon the express conditions contained in this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Senior Managing Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative any Senior Managing Agent. (b) . The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement Section 11 are solely for the benefit of the Senior Managing Agents and the other Banks, and no Credit Documents Party shall have any rights as a third party beneficiary of any of the provisions hereof, provided that Holdings shall have the rights granted to it pursuant to Section 11.09. In performing its functions and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in under this Agreement, the Collateral each Senior Managing Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for either Credit Party. No Managing Agent, Lead Manager, Manager or Co-Manager shall have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities such under this Agreement but shall be entitled to all benefits of this Section 12Agreement.

Appointment. (a) Each Lender Secured Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender Secured Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1(c) with respect to the Joint Lead Arrangers 12.1 and Section 12.9 Sections 12.2, 12.9, 12.12 and 12.13, in each case, with respect to the Borrower) are solely for the benefit of the Agents and the Lendersother Secured Parties, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any Lenderother Secured Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative such Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Secured Parties hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Secured Parties hereby irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any no duties or responsibilities except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender other Secured Parties or the Letter of any agency or trust obligations with respect to any Credit IssuersParty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint BookrunnersCo-Managers, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) hereby irrevocably designates designate and appoints appoint the Administrative Agent as the agent of such Lender and Issuing Bank under this Agreement and the other Credit Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents and the Intercreditor Agreements, and each such Lender and Issuing Bank irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions In addition, to the extent required under the laws of this Section 12 (any jurisdiction other than Section 12.1(c) with respect the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Joint Lead Arrangers and Section 12.9 with respect Administrative Agent any required powers of attorney to execute any Security Document governed by the Borrower) are solely for the benefit laws of the Agents and the Lenderssuch jurisdiction on such Lender’s or Issuing Bank’s behalf, and the Borrower shall not have rights as third party beneficiary of in any such provisionform, notarial or otherwise. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderLender or Issuing Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative Agent. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender or Issuing Bank because the appropriate form was not delivered or was not properly executed or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender or Issuing Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Except as expressly otherwise provided in this Agreement, each of the Administrative Agent and the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including the exercise of remedies pursuant to Section 7.01, and any action so taken or not taken shall be deemed consented to by the Lenders and Issuing Banks. (b) The Administrative AgentIn furtherance of the foregoing, each Lender, Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and the Letter on behalf of Credit Issuer itself and its Affiliates as potential counterparties to Ancillary Agreements) and each Issuing Bank (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Ancillary Agreements) hereby irrevocably designate appoints and appoint authorizes the Collateral Agent to act as the agent with respect to the Collateralof such Lender and Issuing Bank for purposes of acquiring, holding and each enforcing any and all Liens on Collateral granted by any of the Administrative Agent, each Lender, Loan Parties to secure any of the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit DocumentsObligations, together with such other powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in In this Agreementconnection, the Collateral Agent shall not have (and any duties Subagents appointed by the Administrative Agent and the Collateral Agent pursuant to Section 8.02 for purposes of holding or responsibilities except those expressly set forth hereinenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any fiduciary relationship with any rights or remedies thereunder at the direction of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all the benefits of this Article VIII (including, without limitation, Section 128.07) and Section 9.05.

Appointment. SECTION 2.1. The Parent shall procure that the Manager shall be appointed by (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, each Subsidiary pursuant to take such action on its behalf under the provisions of this Section 3.3 as the technical and/or commercial manager of each such Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement Agreement and the other Credit Documents and (b) each Subsidiary to exercise such powers and perform such duties as are expressly delegated be acquiring a Newbuild, pursuant to the Administrative Agent by provisions of Section 3.4 as the supervisor of the construction thereof on the terms and conditions of the relevant Supervision Agreement. SECTION 2.2. The Manager agrees to provide: (a) the services specified in Articles V and VI of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.; (b) The Administrative Agent, the services specified in each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supervision Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.; and (c) Each the Management Services in respect of each Vessel specified in each Shipmanagement Agreement (the services to be provided under Sections 2.2(a), 2.2(b) and 2.2(c) collectively the “Services”). The Parent and the Manager each hereby agree that in the performance of this Agreement, any Supervision Agreement or any Shipmanagement Agreement, the Manager or, as the case may be, any Submanager, is acting solely on behalf of, as agent of and for the account of, the relevant Subsidiary. The Manager or, as the case may be, the relevant Submanager may advise persons with whom it deals on behalf of the Syndication Agentrelevant Subsidiary that it is conducting such business for and on behalf of such Subsidiary. SECTION 2.3. The Manager may upon notice to the Parent appoint any person (a “Submanager”) at any time throughout the duration of this Agreement to discharge any of the Manager’s duties under this Agreement or a Shipmanagement Agreement or a Supervision Agreement, Joint Lead Arrangers provided that if such person is not a Related Manager or V.Ships, the Manager shall obtain the written Consent of the Parent prior to such appointment (such Consent of the Parent shall not be unreasonably withheld or delayed). The Manager shall appoint a Submanager either by entering into a management agreement or supervision agreement (such management agreement or supervision agreement to be on terms to be agreed between the parties thereto and Bookrunners only in respect of the services that the Manager wishes such Submanager to discharge) directly with such Submanager (for the avoidance of doubt, unless otherwise agreed in writing, no Subsidiary shall have any responsibility for any fees or costs incurred under any such management agreement or supervision agreement) or by directing such Submanager to enter into a management agreement or supervision agreement directly with the relevant Subsidiary (such management agreement or supervision agreement to be on terms to be agreed between the parties thereto and Joint Bookrunnersonly in respect of the services that the Manager wishes such Submanager to discharge). The Parent shall procure that each Subsidiary shall provide written confirmation to the Manager or, each as the case may be, a Submanager, that such member’s Vessel is commercially and/or technically managed by the Manager or, as the case may be, the relevant Submanager. SECTION 2.4. The Manager’s power to delegate performance of any provision of this Agreement, including delegation by directing a Submanager to enter into a management agreement or supervision agreement directly with a Subsidiary in its capacity as suchaccordance with Section 2.3, shall not have any obligations, duties or responsibilities under limit the Manager’s liability to perform this Agreement but with the intention that the Manager shall remain responsible for the due and timely performance of all duties and responsibilities of the Manager hereunder, PROVIDED HOWEVER, that to the extent that any Submanager has performed any such duty, the Manager shall not be entitled under any obligation to all benefits of this Section 12perform again the same duty.

Appointment. (a) Each Lender The NSAM Sub-Advisor hereby irrevocably designates and appoints the Administrative Agent as Sub-Advisor to provide on an exclusive basis with respect to the agent of such Lender under this Agreement Company, and the other Credit Documents Sub-Advisor hereby accepts such appointment and irrevocably authorizes agrees to provide, the Administrative Agentservices set forth herein, in such capacity, subject to take such action on its behalf under the provisions terms and conditions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated limitations set forth in the Advisory Agreement. Pursuant to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Advisory Agreement, the Administrative Agent shall not have any duties or responsibilitiesAdvisor is responsible for managing, except those expressly operating, directing and supervising the operations and administration of the Company and its assets and has undertaken to use its commercially reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities, to make investment decisions on behalf of the Company subject to the limitations in the Company’s Charter and the direction and oversight of the Board and to provide the Company with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board, subject to the limitations set forth hereinin the Advisory Agreement. Pursuant to the NSAM Sub-Advisory Agreement, or any fiduciary relationship with any Lenderthe Advisor has delegated certain of its duties to the NSAM Sub-Advisor, including the duties delegated hereunder by the NSAM Sub-Advisor to the Sub-Advisor. The Sub-Advisor undertakes to use its commercially reasonable efforts to (a) identify, negotiate and no implied covenantsmanage the Company’s Investments, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agentprovide portfolio management, each Lenderdisposition, property management, construction, leasing and development services on behalf of the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the CollateralCompany, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each provide other specific services as the Sub-Advisor and the NSAM Sub-Advisor may mutually agree upon from time to time during the term of this Agreement. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and, except as expressly authorized herein or expressly provided for, shall have no authority to act for or represent the Advisor, the NSAM Sub-Advisor or the Company in any way or otherwise be deemed an agent of the Syndication AgentAdvisor, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties the NSAM Sub-Advisor or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12the Company.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerBorrower and the other Credit Parties) are solely for the benefit of the Agents and the Lenders, and none of the Borrower or any other Credit Party shall not have rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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 relationship of agency or trust with or for Holdings, the Borrower or any of their respective Subsidiaries or Affiliates. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers irrevocably authorizes authorize the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Lenders or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners Bookrunners, syndication agents and Joint Bookrunnersdocumentation agents, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the any Joint Lead Arrangers Arranger and Section 12.9 any Joint Bookrunner and Sections 12.1, 12.9, 12.11, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent or the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each Lender on behalf of itself and its Affiliates (“Lender Parties”) hereby appoints the Collateral Agent to act as its trustee under, and in relation to, any UK Collateral Document and to hold the assets subject to the security thereby created as trustee for the Lender Parties on the trusts and other terms contained in any UK Collateral Document. Each Lender Party hereby irrevocably authorizes the Collateral Agent in its capacity as security trustee of Lender Parties to exercise such rights, remedies, powers and discretions as are specifically delegated to the Collateral Agent as security trustee of the Syndication AgentLender Parties by the terms of any UK Collateral Documents or otherwise under this Agreement, together with all such rights, remedies, powers and discretions as are reasonably incidental thereto, in each case, in accordance with, and subject to the terms of, such UK Collateral Documents and this Agreement. (d) The Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its their capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Parent Borrower) are solely for the benefit of the Agents and the Lenders, and the Parent Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunnersthe Documentation Agent, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1(c) with respect to the Joint Lead Arrangers 12.1 and Section 12.9 Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the Lendersother Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any Lenderother Secured Bank Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative such Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Secured Bank Parties hereby irrevocably designate and appoint the Collateral Agent Representative as the agent with respect to the Collateral, and each of the Administrative AgentSecured Bank Parties hereby irrevocably authorizes the Collateral Representative, each Lenderin such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Representative by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. In addition, the Swingline Lender Secured Bank Parties hereby irrevocably designate and appoint the Letter of Credit Issuer Collateral Agent as an additional agent with respect to the Collateral, and each Secured Bank Party hereby irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any no duties or responsibilities except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender other Secured Bank Parties or the Letter of any agency or trust obligations with respect to any Credit IssuersParty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer each Issuing Bank irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Lenders or the Letter of Credit IssuersIssuing Banks, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, Barclays is hereby appointed to act as Administrative Agent, and (ii) HSBC Bank USA, N.A. is each hereby appointed to act as a Syndication Agent. Each of the Lenders and each assignee of any such Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action actions on its behalf under the provisions of this Agreement and the other Credit Documents such Lender or assignee and to exercise such powers and perform such duties as are expressly specifically delegated to the Administrative Agent by the terms and provisions hereof and of this Agreement and the other Credit Loan Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions Administrative Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders, and promptly to distribute to each its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent. Upon receipt by the Administrative Agent of any of the reports, notices or certificates required to be delivered by the Borrower under Section 12 5.01 (other than Section 12.1(c5.01(f)) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreementor 5.02, the Administrative Agent shall not promptly deliver the such reports, notices or certificates to the Lenders. (b) Neither any of the Agents nor any of their respective directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and no Agent shall be responsible for or have any duties duty to ascertain or responsibilitiesinquire into (i) any statement, except those expressly warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into genuineness of this Agreement or any other Credit Document agreement, instrument or otherwise exist against document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (b) Agent under Article IV. The Administrative AgentAgents shall in all cases be fully protected in acting, each Lenderor refraining from acting, in accordance with written instructions signed by the Swingline Lender Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Letter Lenders. Each Agent shall, in the absence of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect knowledge to the Collateralcontrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and each correct and to have been signed or sent by the proper person or persons. Neither the Agents nor any of their respective directors, officers, employees or agents shall have any responsibility to the Borrower or any other Loan Party or any other party hereto on account of the Administrative Agentfailure, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, delay in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties performance or responsibilities except those expressly set forth hereinbreach by, or as a result of information provided by, any fiduciary relationship with Lender of any of its obligations hereunder or to any Lender on account of the Administrative Agent, the Lenders, the Swingline failure of or delay in performance or breach by any other Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Borrower or any other Credit Loan Party of any of their respective obligations hereunder or under any other Loan Document or otherwise exist against the Collateral Agent. (c) in connection herewith or therewith. Each of the Syndication Agent, Joint Lead Arrangers Agent may execute any and Bookrunners all duties hereunder by or through agents or employees and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to rely upon the advice of legal counsel selected by it with respect to all benefits matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of this Section 12such counsel.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent and Collateral Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent and Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent or the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Sections 12.1, 12.9, 12.11, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent and Collateral Agent shall each 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, the Borrower or any of its Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the their agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit IssuersIssuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication AgentThe Lead Arrangers, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its their capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12. Each Lead Arranger shall be an intended third party beneficiary of the provisions herein applicable thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent or the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender and each Issuing Bank hereby irrevocably designates and appoints each of the Administrative Agent and the Collateral Agent (for purposes of this Article 9, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) as an agent of such Lender under this Agreement and the other Credit Documents Loan Documents. Each Lender and each Issuing Bank irrevocably authorizes the Administrative each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other actions and powers as are reasonably incidental thereto. The Other than with respect to Section 9.05, 9.12 and 9.13, the provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) Article 9 are solely for the benefit of the Agents Agents, the Lenders and the LendersIssuing Banks, and the Borrower no Loan Party shall not have rights as a third party beneficiary of any such provisionprovisions. Notwithstanding any provision to Without limiting the contrary elsewhere in this Agreementgenerality of the foregoing, the Administrative Agent shall not have Agents are hereby expressly authorized to (i) execute any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. all documents (bincluding releases) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, Collateral and each any rights of the Administrative Agent, each Lender, the Swingline Lender Secured Parties with respect thereto as contemplated by and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under accordance with the provisions of this Agreement and the other Credit Loan Documents and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. 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 exercise have assumed any obligation towards or relationship of agency or trust with or for Holdings, the Borrower or any of its respective Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the 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 powers term is used merely as a matter of market custom and perform is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC or any other applicable Laws or regulations a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such duties as are expressly delegated Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent by or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this First Lien Intercreditor Agreement, the Collateral Agent shall not have Second Lien Intercreditor Agreement and any duties other applicable intercreditor or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of subordination agreement as the Administrative Agent, collateral agent for the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of ▇▇▇▇▇▇▇ 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 respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the each Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the each Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Lenders or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. 1. The Corporation hereby appoints Sunstone as transfer agent and dividend disbursing agent of all the Shares of the Funds during the period of this Agreement, and Sunstone hereby accepts such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2. Sunstone shall perform the transfer agent and dividend disbursing agent services described on Schedule B hereto. To the extent that the Corporation requests Sunstone to perform any additional services, Sunstone and the Corporation shall mutually agree as to the services to be accomplished, the manner of accomplishment and the compensation to which Sunstone shall be entitled with respect thereto. 3. Sunstone may, in its discretion, appoint in writing other parties qualified to perform transfer agency services reasonably acceptable to the Corporation (aindividually, a "Sub-transfer Agent") Each Lender hereby irrevocably designates and appoints to carry out some or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that unless the Administrative Corporation shall enter into a written agreement with such Sub-transfer Agent, the Sub- transfer Agent as shall be the agent of Sunstone and not the agent of the Corporation or such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative AgentFund and, in such capacity, to take event Sunstone shall be fully responsible for the acts or omissions of such action on Sub-transfer Agent and shall not be relieved of any of its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent responsibilities hereunder by the terms appointment of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental theretoSub-transfer Agent. 4. The provisions of this Section 12 (other than Section 12.1(c) Subject to Sunstone's duty to act in good faith with respect to the Joint Lead Arrangers services, obligations and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere covenants described in this Agreement, the Administrative Agent Sunstone shall not have any no duties or responsibilities, responsibilities whatsoever hereunder except those expressly such duties and responsibilities as are specifically set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations covenant or liabilities obligation shall be read into implied in this Agreement or any other Credit Document or otherwise exist against the Collateral AgentSunstone. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each Each of the Administrative Agent, each Lender, the Swingline Lender and the Letter Agents may perform any of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf their respective duties under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with may perform any of their respective duties under the Administrative Agent, Security Documents by or through one or more of their respective affiliates). 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 Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Lenders, the Swingline Lender or the Letter Related Parties of Credit Issuerseach Agent and any such sub-agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Agent. (c) Each Except for Subsections 10.5, 10.8(a), (b), (c) and, (e) and (g), (to the extent of the Syndication AgentBorrower’s rights thereunder and the conditions included therein) 10.9 and 10.15, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits the provisions of this Section 1210 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerBorrower and the other Credit Parties) are solely for the benefit of the Agents and the Lenders, and none of the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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 relationship of agency or trust with or for the Borrower or any of its respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent or the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers Arrangers, Bookrunners, syndication agents and Bookrunners and Joint Bookrunnersdocumentation agents, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Agent or the Letter of Credit Issuers, Lenders and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunnersthe Documentation Agent, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender Bank hereby irrevocably designates and appoints the Scotiabank as Administrative Agent (such term as the agent of used in this Section 11 to include Scotiabank in its capacity as Collateral Agent), and NationsBank as Syndication Agent, for such Lender under this Agreement Bank to act as specified herein and in the other Credit Documents Documents, and each such Bank hereby irrevocably authorizes Scotiabank as the Administrative Agent, in and NationsBank as Syndication Agent, for such capacityBank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent or Syndication Agent or the Agents, as the case may be, by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of Administrative Agent and Syndication Agent each agrees to act as such upon the express conditions contained in this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Syndication Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent or Syndication Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions . Provisions of this Agreement and Section 11 are solely for the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any benefit of the Administrative Agent, the Lenders, Syndication Agent and the Swingline Lender or the Letter of Credit IssuersBanks, and no implied covenants, functions, responsibilities, duties, obligations or liabilities Credit Party shall be read into this Agreement or have any other Credit Document or otherwise exist against the Collateral Agent. (c) Each rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent and Syndication Agent, Joint Lead Arrangers Agent each shall act solely as agent of the Banks and Bookrunners the Administrative Agent and Joint Bookrunners, Syndication Agent each in its capacity as such, does not assume and shall not be deemed to have assumed any obligations, duties obligation or responsibilities under this Agreement but shall be entitled to all benefits relationship of this Section 12agency or trust with or for any Credit Party.

Appointment. (a) Each Lender Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1(c) with respect to the Joint Lead Arrangers 12.1 and Section 12.9 Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the Lendersother Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any Lenderother Secured Bank Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative such Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Secured Bank Parties hereby irrevocably designate and appoint the Collateral Agent Representative as the agent with respect to the Collateral, and each of the Administrative AgentSecured Bank Parties hereby irrevocably authorizes the Collateral Representative, each Lenderin such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Representative by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. In addition, the Swingline Lender Secured Bank Parties hereby irrevocably designate and appoint the Letter of Credit Issuer Collateral Agent as an additional agent with respect to the Collateral, and each Secured Bank Party hereby irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any no duties or responsibilities except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender other Secured Bank Parties or the Letter of any agency or trust obligations with respect to any Credit IssuersParty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint BookrunnersArrangers, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings and the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent and the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, and each of their respective Affiliates shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a1) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably designates and appoints the entity named as Administrative Agent in the heading of this Agreement and its permitted successors and assigns to serve as the administrative agent of such Lender under this Agreement and the other Credit Documents Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of under this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions In addition, to the extent required under the laws of this Section 12 (any jurisdiction other than Section 12.1(c) with respect the United States, each of the Lenders hereby grants to the Joint Lead Arrangers Administrative Agent any required powers of attorney to execute and Section 12.9 with respect enforce any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to the Borrower) are solely for the benefit execute and deliver, and to perform its obligations under, each of the Agents Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Lenders, and the Borrower shall not Administrative Agent may have rights as third party beneficiary of any under such provision. Loan Documents. (2) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative Agent; additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and transactions contemplated hereby. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. For the avoidance of doubt, no Borrower shall have liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (3) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (a) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents and any Subagents allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (b) The Administrative Agentany custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to make such payments to the CollateralAdministrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and each advances of the Administrative AgentAgent and its agents and counsel, each Lender, and any other amounts due the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf Administrative Agent under the provisions Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of this Agreement and any Lender any plan of reorganization, arrangement, adjustment or composition affecting the other Credit Documents and Obligations or the rights of any Lender or to exercise such powers and perform such duties as are expressly delegated authorize the Administrative Agent to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere vote in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any respect of the Administrative Agent, the Lenders, the Swingline claim of any Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or in any other Credit Document or otherwise exist against the Collateral Agentsuch proceeding. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender Reinsureds hereby irrevocably designates appoint Administrator, for the period specified in Article XIV hereof, and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityAdministrator hereby accepts appointment, to take provide as an independent contractor of Reinsureds all such action on its behalf under the provisions of this Agreement administrative and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) services with respect to the Joint Lead Arrangers LPT Reinsurance Agreement and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents Reinsured Contracts and the LendersThird Party Reinsurance Agreements with respect to the Business Covered, including those services set forth in this Administrative Services Agreement (the “Administrative Services”), all on the terms, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision subject to the contrary elsewhere limitations, as set forth in this Administrative Services Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, Parties shall cooperate fully in the Swingline Lender and transfer of responsibility for the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each performance of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, Services from Reinsureds to Administrator in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by accordance with the terms of this Administrative Services Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Transition Services Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each In order to assist Administrator in the performance of the Syndication AgentAdministrative Services hereunder, Joint Lead Arrangers Reinsureds shall deliver to Administrator and, if requested by Administrator, to Resolute Management Inc., an appropriate power of attorney which shall nominate, constitute and Bookrunners appoint Administrator as their attorney-in-fact with respect to the rights, duties, and Joint Bookrunnersprivileges and obligations of Administrator in and to the Reinsured Contracts and Third Party Reinsurance Agreements as respects the Business Covered, each with full power and authority to act in its capacity the name, place and stead of Reinsureds with respect thereto, including the power, without reservation, to service the Reinsured Contracts and Third Party Reinsurance Agreements as suchrespects the Business Covered, shall not have any obligationsto adjust, duties to defend, to settle and to pay A&P Claims, and to take such other and further action as may be necessary or responsibilities under desirable to effect the transactions contemplated by the Master Transaction Agreement and this Administrative Services Agreement, but in all cases only to the extent of the rights and authority granted to Administrator pursuant to this Administrative Services Agreement but shall be entitled to all benefits and in accordance with the terms of this Section 12Administrative Services Agreement.

Appointment. 11.1.1 The Issuer hereby appoints Citibank, N.A., London Branch as Fiscal Agent, Paying Agent, Transfer Agent and Registrar, in each case in respect of the Notes upon the terms and conditions herein set forth and in the Notes, and Citibank, N.A., London Branch accepts such appointments upon the terms of this Agreement. 11.1.2 The Issuer may, at its discretion, appoint one or more additional Paying Agents for the payment (asubject to applicable laws and regulations) Each Lender of the principal of, any premium, interest and any Additional Amounts on, the Notes. The Issuer shall notify the Fiscal Agent in writing of the name and address of any other Paying Agent appointed by it and of the country or countries in which a Paying Agent may act in that capacity, and shall notify the Fiscal Agent in writing of the resignation or termination of any such Paying Agent. 11.1.3 The Issuer hereby irrevocably designates authorizes and appoints instructs the Administrative Fiscal Agent to elect, as directed by the agent of such Lender Issuer, Euroclear or Clearstream, Luxembourg as common safekeeper with respect to any Notes issued under this Agreement the NSS. From time to time, the Issuer and the other Credit Documents Fiscal Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of Euroclear and irrevocably authorizes the Administrative AgentClearstream, in such capacity, Luxembourg to take such action on its behalf under the provisions of this Agreement and jointly determine that the other Credit Documents shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to exercise the Principal Agent in respect of any such powers election made by it. 11.1.4 Each Agent undertakes to perform such duties and perform only such duties as are expressly delegated to the Administrative Agent by the terms specifically set forth in this Agreement and no duties shall be inferred or implied; provided that no provision of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement construed to relieve any Agent from liability for its own negligent action, its own negligent failure to act or any other Credit Document its own willful misconduct or otherwise exist against the Administrative Agentbad faith. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions Each Lender (a) irrevocably designates and appoints the Agents as the agents of this Section 12 such Lender to enter into and execute, on its behalf, a Sharing Agreement, (other than Section 12.1(cb) hereby authorizes and consents to the Administrative Agent acting under and with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lendersany such Sharing Agreement, and (c) agrees to be bound by the Borrower shall not have rights as third party beneficiary terms of any such provisionSharing Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Each Multicurrency Lender and the Letter of Credit Issuer hereby irrevocably designate designates and appoint appoints the Collateral Multicurrency Administrative Agent as the agent with respect to of such Multicurrency Lender under this Agreement and the Collateralother Loan Documents, and each of the Administrative Agent, each Lender, the Swingline such Multicurrency Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Multicurrency Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Multicurrency Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Collateral Administrative Agent nor the Multicurrency Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Administrative AgentLender, the Lenders, the Swingline Multicurrency Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Collateral Administrative Agent or the Multicurrency Administrative Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender The Lenders hereby irrevocably designates designate and appoints the appoint CIT as Administrative Agent and Collateral Agent (for purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include CIT in its capacity as Collateral Agent pursuant to the agent of such Lender under this Agreement Security Documents, the Intercreditor Agreements and the other Credit Documents) to act as specified herein and in the other Credit Documents and CIT hereby accepts such designation and appointment. Each Lender hereby irrevocably authorizes authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder by or through its officers, directors, agents, sub-agents, employees or affiliates. Any sub-agent may perform any and all its duties and exercise its rights and powers by or through its directors, trustees, officers, employees, agents, advisors or affiliates. The exculpatory and indemnification provisions contained in this Section 12 shall apply to the Administrative Agent and any sub-agent and to their respective directors, trustees, officers, employees, agents, advisors and affiliates, and shall apply to their respective activities in connection with the syndication of the Loans, as well as activities as Agent or sub-agent, and shall apply, without limiting the foregoing, to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Agents shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower no Credit Party shall not have rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agentprovisions. (b) The Administrative Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Creditors, in assets in which, in accordance with the UCC or any other applicable legal requirement a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, each Lender, the Swingline such Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint shall notify the Collateral Agent as the agent with respect to the Collateralthereof, and each of the Administrative Agentand, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes promptly following the Collateral Agent’s request therefor, in shall deliver such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated Collateral to the Collateral Agent by or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of this Agreement and the other Credit DocumentsIntercreditor Agreements, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, collateral agent for the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each Any corporation or association into which the Administrative Agent or the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Syndication Administrative Agent or the Collateral is a party, will be and become the successor Administrative Agent or Collateral Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunnersas applicable, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled and will have and succeed to all benefits the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of this Section 12any instrument or paper or the performance of any further act.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect Each Lender further authorizes the Administrative Agent to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit act as representative of the Agents Lenders under the Security Agreement and the Lenderseach other Security Document, and the Borrower shall not have rights as third party beneficiary of any such provisionapplicable. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each Each of the Administrative Agent, each Lender, the Swingline Lender and the Letter Agents may perform any of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf their respective duties under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with may perform any of their respective duties under the Administrative Agent, Security Documents by or through one or more of their respective affiliates). Each Agent 1004254246v19 and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Lenders, the Swingline Lender or the Letter Related Parties of Credit Issuerseach Agent and any such sub-agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Agent. (c) Each Except for Sections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the Syndication AgentBorrower’s rights thereunder and the conditions included therein) 10.9, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits the provisions of this Section 1210 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

Appointment. (a) Each Lender 2.1 The Owner hereby irrevocably designates appoint the Construction Supervisor and appoints the Administrative Agent Construction Supervisor hereby agrees to act as the agent Owner’s supervisor towards the Builder and as the “Owner’s Representative” under the Shipbuilding Contract for the duration of the Building Period and to perform the duties and rights which rest with the Owner regarding the construction and delivery of the Vessel in accordance with all of the provisions of the Shipbuilding Contract. The Owner shall be responsible for, inter alia, determining the general policy of supervision of construction of the Vessel and the scope of activities of the Construction Supervisor and, in the performance of its duties under this Agreement, the Construction Supervisor shall at all times act strictly in accordance with any instructions or directions given to it by the Owner regarding such general policy or, in the absence of such Lender instructions or directions, in accordance with the standards of a prudent supervisor providing services of the type to be provided under this Agreement, having due regard to the Owner’s interest. Any instructions so given shall be consistent with the nature and scope of the supervision services required to be performed by the Construction Supervisor under this Agreement and shall not require the other Credit Documents Construction Supervisor to do or omit to do anything which may be contrary to any applicable law of any jurisdiction or which is inconsistent or contrary to any of the rights and irrevocably authorizes duties of the Administrative AgentOwner under the Shipbuilding Contract. 2.2 Specific powers and duties of the Construction Supervisor Without prejudice to the generality of the appointment made under Clause 2.1, and (where applicable) by way of addition to the rights, powers and duties so conferred, the Construction Supervisor shall, subject to this Clause 2 and to Clauses 3 and 4, have and be entrusted with the following rights, powers and duties in such capacityrelation to the Shipbuilding Contract: (a) under Article …, to take such action on its behalf under review, comment on, agree and approve the provisions lists of this Agreement plans and the other Credit Documents drawings referred to; to attend the testing of the Vessel’s machinery, outfitting and equipment and to exercise request any tests or inspections which the Construction Supervisor may consider appropriate or desirable and to review and comment on the results of all tests and inspections; to carry out such powers inspections and perform give such duties as are expressly delegated advice or suggestions to the Administrative Agent by Builder as the terms Construction Supervisor may consider appropriate or desirable; and to give notice to the Builder in the event that the Construction Supervisor discovers any construction, material or workmanship which the Construction Supervisor believes does not or will not conform to the requirements of this Agreement the Shipbuilding Contract and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.specifications; (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and under Article …. to appoint the Collateral Agent as the agent with respect to the Collateral, and each a representative of the Administrative Agent, each Lender, Construction Supervisor for the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, purposes specified in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.that Article; (c) Each if any alteration or addition to the Shipbuilding Contract becomes obligatory or desirable, to consult with the Builder and make recommendations to the Owner as to whether or not acceptance should be given to any proposal notified to the Owner by the Builder; (d) under Article … to request and agree to any minor alterations, additions, or modifications to the Vessel or the specification and any substitute materials pursuant to Article … which the Construction Supervisor may consider appropriate or desirable, provided that if the cost of such variations or substitute materials would have the effect of altering the Contract Price (as defined in the Shipbuilding Contract) by more than five per cent (5%) from the Contract Price on the date hereof or the amount of any of the Syndication Agentinstallments of the Contract Price due under the Shipbuilding Contract, Joint Lead Arrangers the Construction Supervisor shall notify the same to the Owner in writing; to receive from and Bookrunners transmit to the Builder information relating to the requirements of the classification society and Joint Bookrunnersto give instructions and agree with the Builder regarding alterations, each additions, or changes in its capacity connection with such requirements; and to approve the substitution of materials as suchrequested by the Builder; (e) under Article …., shall not have any obligationsto attend and witness the trials of the Vessel; (f) to determine whether the Vessel has been designed, duties or responsibilities constructed, equipped and completed in accordance with, and complies with, the Shipbuilding Contract and the Specifications and Plans (as defined in the Shipbuilding Contract); under this Agreement but shall be entitled to all benefits of this Section 12.Article ..

Appointment. (a) Each Lender hereby irrevocably designates and appoints Bank of America, N.A., as Agent of such Lender to act as specified herein and in the Administrative Agent other Loan Documents, and each such Lender hereby authorizes the Agent, as the agent of for such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect , including but not limited to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit appointing of the Agents and Collateral Agent under the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provisionSecurity Agreement. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Document Loan Documents, or shall otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender . In performing its functions and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf duties under the provisions of this Agreement and the other Credit Loan Documents, the Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower. Without limiting the generality of the foregoing two sentences, the use of the term “agent” herein and in the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated with reference to the Collateral Agent by the terms is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Agreement Article X (other than Section 10.09) are solely for the benefit of the Agent and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to Lenders and neither the contrary elsewhere in this Agreement, Borrower nor the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any rights as a third party beneficiary of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any provisions hereof (other Credit Document or otherwise exist against the Collateral Agentthan Section 10.09). (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender The Lenders hereby irrevocably designates designate and appoints appoint Wilmington Trust, National Association as Administrative Agent (for purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include Wilmington Trust, National Association in its capacity as Collateral Agent under the Security Documents) to act as specified herein and in the other Credit Documents and hereby instruct the Administrative Agent as the agent of such Lender under to enter into this Agreement and the other Credit Documents Documents, as applicable. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably authorizes to authorize, the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The provisions Administrative Agent may perform any of this Section 12 (its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. Notwithstanding anything herein or in any other than Section 12.1(c) with respect Credit Document to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreementcontrary, the Administrative Agent shall not have take any duties discretionary action (other than any such actions of a purely administrative or responsibilitiesministerial nature) or exercise any discretionary powers, including in each case any expressions of satisfaction, except those expressly set forth herein, such discretionary actions and powers exercised in the manner directed by the Required Lenders (or any fiduciary relationship with any Lendersuch other number or percentage of the Lenders as shall be necessary under Section 13.12(a)), and no implied covenants, functions, responsibilities, duties, obligations in the absence of any such direction shall refrain from taking any such discretionary actions or liabilities shall be read into this Agreement or exercising any other Credit Document or otherwise exist against the Administrative Agentsuch discretionary powers. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender Purchaser and the Gotham Group Agent hereby irrevocably designates and appoints ▇▇▇▇▇ Fargo Bank, N.A., as Administrative Agent hereunder, and authorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderPurchaser or the Gotham Group Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, Each of the Swingline Lender Conduit and the Letter of Credit Issuer Gotham Committed Purchaser hereby irrevocably designate designates and appoint the Collateral Agent appoints BTMU as the agent with respect to the CollateralGotham Group Agent hereunder, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, Gotham Group Agent to take such action on its behalf under the provisions of this Agreement Agreement, the Gotham Group Fee Letter and the other Credit Documents Liquidity Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Gotham Group Agent by the terms of this Agreement and the other Credit DocumentsAgreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Gotham Group Fee Letter or the Liquidity Agreements, the Gotham Group Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Purchaser, or other Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Gotham Group Agent shall be read into this Agreement, the Gotham Group Fee Letter or the Liquidity Agreement or any other Credit Document or otherwise exist against the Collateral Gotham Group Agent. (c) Each The provisions of this Article XI are solely for the benefit of the Syndication Agents and the Purchasers, and neither of the Seller Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any Agent or any Purchaser may have to either of the Seller Parties under the other provisions of this Agreement. (d) In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of the Purchasers and the Gotham Group Agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Seller Parties or any of their respective successors and assigns. In performing its functions and duties hereunder, the Gotham Group Agent shall act solely as the agent of the Conduit and the Gotham Committed Purchaser, and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of the Seller Parties, any other Purchaser, or Agent, Joint Lead Arrangers or any of their respective successors and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12assigns.

Appointment. (a) Each Lender hereby irrevocably designates and appoints Credit Suisse, New York Branch, as Agent of such Lender to act as specified herein and in the Administrative Agent other Loan Documents, and each such Lender hereby authorizes the Agent, as the agent of for such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect , including but not limited to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit appointing of the Agents and Collateral Agent under the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provisionSecurity Agreement. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Document Loan Documents, or shall otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender . In performing its functions and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf duties under the provisions of this Agreement and the other Credit Loan Documents, the Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Facility Party. Without limiting the generality of the foregoing two sentences, the use of the term “agent” herein and in the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated with reference to the Collateral Agent by the terms is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Agreement Article X (other than Section 10.09) are solely for the benefit of the Agent and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to Lenders and none of the contrary elsewhere in this Agreement, Facility Parties nor the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any rights as a third party beneficiary of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any provisions hereof (other Credit Document or otherwise exist against the Collateral Agentthan Section 10.09). (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunner and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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 their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, The Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity their capacities as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent and the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Lead Arrangers and Bookrunner and the Amendment No. 1 Joint Lead Arrangers and Section 12.9 Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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 their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, The Joint Lead Arrangers and Bookrunners and the Amendment No. 1 Joint BookrunnersLead Arrangers, each in its capacity their capacities as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative AgentAgent or, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent or the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender Class A-1 Purchaser and each Agent hereby irrevocably designates consents and appoints agrees to the appointment of the Administrative Agent as pursuant to the agent terms of the Indenture, and each such Lender under this Agreement Class A-1 Purchaser and the other Credit Documents and Agent irrevocably authorizes the Administrative Agent, in as the agent for such capacityClass A-1 Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. The provisions Each Class A-1 Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in Class A-1 Purchaser under this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative each such Class A-1 Purchaser irrevocably authorizes such Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in for such capacityClass A-1 Purchaser, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Collateral such Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Collateral Administrative Agent nor any Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit IssuersClass A-1 Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Administrative Agent or any Agent. (c) Each . To the extent that any provision of this Article 7 with respect to the Syndication Agent, Joint Lead Arrangers relationship between an Agent and Bookrunners and Joint Bookrunners, each the Class A-1 Purchasers in its capacity as suchPurchaser Group conflicts with any agreement between such Class A-1 Purchasers and such Agent set forth in any agreement with respect to a Support Facility, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits the terms of this Section 12such other agreement will control.

Appointment. 15.1.1 Each Lender and the Sinosure Agent appoints the Agent to act as its agent under and in connection with the Finance Documents and each Lender, the Sinosure Agent and the Agent appoints the Security Agent to act as its security agent for the purpose of the Security Documents. 15.1.2 Each Lender and the Sinosure Agent authorises the Agent and each Lender, the Sinosure Agent and the Agent authorises the Security Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent or the Security Agent (aas the case may be) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. 15.1.3 The Swap Provider appoints the Security Agent to act as its security agent for the purpose of the Security Documents and authorises the Security Agent to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Security Documents together with any other incidental rights, powers, authorities and discretions. 15.1.4 Except where the context otherwise requires or where expressly provided to the contrary, references in this Clause 15 to the “Agent” shall mean the Agent and the Security Agent individually and collectively and references in this Clause 15 to the “Finance Documents” or to any “Finance Document” shall not include the Master Agreement. 15.1.5 Each Lender hereby irrevocably designates appoints and appoints authorises the Administrative Sinosure Agent to act as its agent in connection herewith and for all purposes under the Sinosure Policy (such agent being referred to as the agent of such Lender under this Agreement and “Sinosure Agent” in the other Credit Documents and irrevocably authorizes the Administrative AgentSinosure Policy), in such capacity, with power to take all such action actions as are specified for the Sinosure Agent to take on its behalf of the Lenders insured under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit DocumentsSinosure Policy, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly specifically delegated to the Collateral Sinosure Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as Sinosure Policy or are reasonably incidental thereto. Notwithstanding any provision , and each Lender hereby authorises and instructs the Sinosure Agent to execute and deliver on its behalf the contrary elsewhere in this Agreement, Sinosure Policy and agrees severally to be bound by the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any terms and conditions of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, Sinosure Policy as if it had executed and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers delivered such agreement for and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12own name.

Appointment. The Board of Directors, or Board of Trustees, as applicable, (aall references to "Directors" shall be deemed to refer to Trustees as applicable) Each Lender hereby irrevocably designates of each Fund has appointed the Fund's Vice President, Secretary and appoints the Administrative Agent Associate General Counsel to serve as the agent Fund's Anti-Money Laundering Compliance Officer ("AML Compliance Officer") to administer, oversee and enforce day-to-day compliance with this AML Program. The AML Compliance Officer's contact information is set forth in Appendix B. Responsibilities. As more particularly described in this AML Program, the AML Compliance Officer shall have overall responsibility to administer and oversee the AML Program. In this capacity, the AML Compliance Officer's responsibilities shall include, without limitation: negotiating and proposing appropriate contractual arrangements on behalf of such Lender each Fund with Service Providers and evaluating compliance by Service Providers with those contractual arrangements and their own anti-money laundering programs as described herein; implementing, and reviewing no less frequently than annually, policies and procedures for investigating and reporting suspicious transactions; implementing, and reviewing no less frequently than annually, the Fund's AML training; arranging for the independent audit of this AML Program; reporting to the Fund's Board of Directors, no less frequently than annually, on compliance with this AML Program; maintaining the records required under this Agreement AML Program; coordinating all communication and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together information sharing with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) various government agencies with respect to the Joint Lead Arrangers compliance with anti-money laundering laws and Section 12.9 with respect regulations; and presenting to the Borrower) are solely Fund's Board of Directors for approval updates or revisions to this AML Program as necessary to accommodate changes in the benefit BSA, applicable regulatory requirements, or the Fund's business. The AML Compliance Officer shall serve as a member of an AML Compliance Committee that includes representatives of ▇▇▇▇▇▇▇ & ▇▇▇▇, Inc., Ivy Funds Distributor, Inc. and ▇▇▇▇▇▇▇ & ▇▇▇▇ Services Company ("AML Compliance Committee"). Except as otherwise provided herein, the AML Compliance Officer and the AML Compliance Committee shall work together to facilitate the performance of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision responsibilities assigned to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative AgentAML Compliance Officer. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender Purchaser hereby irrevocably designates and appoints the Administrative Agent MUFG Union Bank, N.A., as the agent of such Lender First Lien Collateral Agent under this Agreement, the Intercreditor Agreement and the other Credit First Lien Security Documents and irrevocably authorizes and directs MUFG Union Bank, N.A., in the Administrative capacity of First Lien Collateral Agent, in such capacityfor the benefit of the Secured Parties, to (a) execute, deliver and perform the obligations, if any, of the First Lien Collateral Agent under this Agreement, the Intercreditor Agreement, each First Lien Security Document and any ancillary documents delivered in connection herewith or therewith, (b) take such action on its behalf under the provisions of this Agreement Agreement, the Intercreditor Agreement, each First Lien Security Document and the other Credit Documents such ancillary documents and to (c) exercise such powers and perform such duties as are expressly delegated to the Administrative First Lien Collateral Agent by the terms of this Agreement Agreement, the Intercreditor Agreement, each First Lien Security Document and the other Credit Documents, such ancillary documents together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement or the Intercreditor Agreement, the Administrative First Lien Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Intercreditor Agreement, in the First Lien Security Documents and in such ancillary documents delivered in connection herewith or any fiduciary relationship with any Lendertherewith, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Intercreditor Agreement, any First Lien Security Document or any other Credit Document such ancillary documents, or otherwise exist against the Administrative First Lien Collateral Agent. (b. Except as set forth in Section 1.4, Section 12.3(b) The Administrative Agent, each Lenderand the Intercreditor Agreement, the Swingline Lender and holders of the Letter of Credit Issuer hereby irrevocably designate and appoint Subordinate Notes will have no rights to direct the First Lien Collateral Agent at any time to waive an Event of Default, take any Act of Required Secured Parties (as defined in the agent Intercreditor Agreement) or exercise any rights or remedies with respect to the CollateralCollateral in respect of such Event of Default, and each the holders of the Administrative Agent, each Lender, Subordinate Notes will be bound in all respects by any decisions made or actions taken by the Swingline Lender and holders of the Letter of Credit Issuer irrevocably authorizes Senior Notes then outstanding or by the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the First Lien Collateral Agent by at the terms direction of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any holders of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral AgentSenior Notes. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or and the Letter of Credit Issuers, Issuer and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and the Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent AdministrativeAgent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners, the Syndication Agent and the Documentation Agent and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Lenders or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, the Documentation Agent and the Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the applicable Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the such Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the such Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the BorrowerBorrower and the other Credit Parties) are solely for the benefit of the Agents and the Lenders, and none of the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the no Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative AgentAgents. 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 relationship of agency or trust with or for the Borrower or any of its respective Subsidiaries. (b) The Each Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative AgentAgents, each Lender, the Swingline Lender and the Letter of Credit Issuer Issuers irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative AgentAgents, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers Arrangers, Bookrunners, syndication agents and Bookrunners and Joint Bookrunnersdocumentation agents, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints KeyBank National Association to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes KeyBank National Association as the Administrative Agent as the agent of for such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provisionArticle. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall have any rights as a third- party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Credit Parties or any of their respective Subsidiaries. (b) The Each Lender hereby further irrevocably authorizes the Administrative AgentAgent on behalf of and for the benefit of the Lenders, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as to be the agent for and representative of the Lenders with respect to the Collateral, and each of the Administrative Agent, each LenderGuaranty, the Swingline Lender Security Agreement, the Holdings Guaranty and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Security Agreement, the Collateral Agent shall not have and any duties other Loan Document. Subject to Section 11.12, without further written consent or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the authorization from Lenders, the Swingline Lender Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the Letter subject of Credit Issuersa sale or other disposition of assets permitted hereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, and no implied covenants, functions, responsibilities, duties, or (ii) release any Guarantor from the Guaranty or Holdings from its guaranty obligations under the applicable Loan Documents with respect to which the Required Lenders (or liabilities shall such other Lenders as may be read into this Agreement or any other Credit Document or required to give such consent under Section 11.12) have otherwise exist against the Collateral Agentconsented. (c) Each Anything contained in any of the Syndication Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, Joint Lead Arrangers on behalf of the Lenders in accordance with the terms hereof and Bookrunners all powers, rights and Joint Bookrunnersremedies under the Loan Documents may be exercised solely by the Administrative Agent, each and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Secured Creditors (but not any Lender or Lenders in its capacity as such, or their respective individual capacities unless the Required Lenders shall not have any obligations, duties or responsibilities under this Agreement but otherwise agree in writing) shall be entitled entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to all benefits use and apply any of this Section 12the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent at such sale.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the any Joint Lead Arrangers Arranger and Section 12.9 any Joint Bookrunner and Sections 12.1, 12.9, 12.11,12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent or the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each Lender on behalf of itself and its Affiliates (“Lender Parties”) hereby appoints the Collateral Agent to act as its trustee under, and in relation to, any UK Collateral Document and to hold the assets subject to the security thereby created as trustee for the Lender Parties on the trusts and other terms contained in any UK Collateral Document. Each Lender Party hereby irrevocably authorizes the Collateral Agent in its capacity as security trustee of Lender Parties to exercise such rights, remedies, powers and discretions as are specifically delegated to the Collateral Agent as security trustee of the Syndication AgentLender Parties by the terms of any UK Collateral Documents or otherwise under this Agreement, together with all such rights, remedies, powers and discretions as are reasonably incidental thereto, in each case, in accordance with, and subject to the terms of, such UK Collateral Documents and this Agreement. (d) The Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its their capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender and LC Issuer hereby irrevocably designates and appoints Truist Bank (as successor by merger to SunTrust Bank) to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes Truist Bank (as successor by merger to SunTrust Bank) as the Administrative Agent as the agent of and Collateral Agent for such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Lender hereby expressly authorizes the Administrative Agent and/or the Collateral Agent to, without the consent of any Lender, to enter into the ABL/Bond Intercreditor Agreement to give effect to the provisions of this Section 12 (other than Section 12.1(c) with respect Agreement, which ABL/Bond Intercreditor Agreement shall be binding on the Lender. The Administrative Agent and/or the Collateral Agent agrees or agree to act as such upon the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provisionexpress conditions contained in this Article IX. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent and/or the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent or Collateral Agent. In performing its functions and duties under this Agreement, the Administrative Agent and Collateral Agent shall each act solely as agent of the Lenders and do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Loan Parties or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Each Lender and the Letter of Credit LC Issuer hereby further irrevocably designate and appoint authorizes the Administrative Agent and/or the Collateral Agent as on behalf of and for the benefit of the Lenders and the LC Issuer, to be the agent for and representative of the Lenders and the LC Issuer with respect to the CollateralGuaranty, the Security Documents, the Collateral and each of any other Loan Document. Subject to Section 11.12, without further written consent or authorization from Lenders or the LC Issuer, the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, and/or the Collateral Agent shall execute any documents or instruments necessary to (i) release any Lien or Guaranty encumbering or relating to any item of Collateral or Guarantor that is the subject of a sale or other disposition (or, in the case of any Guarantor, to the extent such Guarantor is no longer required to be a Guarantor pursuant to the terms hereof) to a Person that is not a Loan Party permitted hereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, (ii) release any duties Guarantor from the Guaranty with respect to which the Required Lenders (or responsibilities except those expressly set forth hereinsuch other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, (iii) release any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document (x) upon the Termination Date, or (y) that constitutes Excluded Asset, (iv) subordinate any fiduciary relationship Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (cc) and clauses (c), (e) and (j) of the definition of “Permitted Encumbrances,” (v) enter into any amendment to any Loan Document to correct any errors or omissions pursuant to Section 11.12(g), or (vi) enter into the ABL/Bond Intercreditor Agreement and any Customary Intercreditor Agreement, Incremental Revolving Credit Assumption Agreements and Extension Amendments, in each case, in accordance with the applicable terms hereof. Upon request by the Administrative Agent and/or the Collateral Agent at any of time, the Required Lenders will confirm in writing the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against ’s and/or the Collateral Agent. (c) Each ’s authority to release or subordinate its interest in particular types or items of the Syndication Agentproperty, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in or to release any Guarantor from its capacity as such, shall not have any obligations, duties or responsibilities obligations under this Agreement but shall be entitled and other Loan Documents pursuant to all benefits of this Section 12.9.01(b). In each case as specified in this Section 9.01(b), the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Loan Documents, in each case in accordance with the terms of the Loan Documents, this Section 9.01

Appointment. (a) Each Lender and the Letter of Credit Issuer hereby irrevocably designates and appoints the JPMCB as Administrative Agent (for purposes of this Article IX, the term “Administrative Agent” shall mean JPMCB in its capacity as Administrative Agent hereunder and in its capacity as Collateral Agent pursuant to the agent Security Documents), Calyon New York Branch as Syndication Agent, Bank of such Lender under this Agreement America, N.A. as Co-Documentation Agent and The Bank of Nova Scotia as Co-Documentation Agent, J.▇. ▇▇▇▇▇▇ Securities Inc. as Co-Lead Arranger and Joint Bookrunner and G▇▇▇▇▇▇ Sachs Credit Partners L.P. as Co-Lead Arranger and Joint Bookrunner, in each case to act as specified herein and in the other Credit Documents Documents, and each such Lender hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with with, in the case of the Administrative Agent and the Collateral Agent, such other powers as are reasonably incidental thereto. The provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provisionArticle IX. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) . The Administrative Agent, each Lender, provisions of this Article IX are solely for the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each benefit of the Administrative Agent, each Lender, the Swingline Lender Agent and the Letter Lenders, and neither Holdings nor any of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under Subsidiaries shall have any rights as a third party beneficiary of any of the provisions of this Agreement hereof. In performing its functions and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in under this Agreement, the Collateral Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any duties obligation or responsibilities except those expressly set forth herein, relationship of agency or trust with or for Holdings or any fiduciary relationship with any of its Subsidiaries. Notwithstanding anything herein to the contrary, neither of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Co-Lead Arrangers and Joint Bookrunners and Joint Bookrunners, each nor (in its capacity their capacities as such, ) Agents listed on the cover page hereof shall not have any obligationspowers, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12any Credit Document.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this This Section 12 (other than Section 12.1(c) Sections 12.1, 12.9, 12.11, 12.12 with respect to the Joint Lead Arrangers Credit Parties and Section 12.9 with respect 12.16 to the Borrowerextent expressed to be for the benefit of the Credit Parties) are is solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower Borrowers or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of ▇▇▇▇▇▇▇ 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, the Borrowers or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Lenders or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) The Collateral Agent declares that it holds any property secured by any Security Document on trust for the Secured Parties on the terms contained in this agreement, excluding any Mortgaged Property located in the United States, any state thereof, or the District of Columbia. The Collateral Agent holds any Mortgaged Property located in the United States, any state thereof or the District of Columbia as Collateral Agent for the benefit of the Secured Parties, without any fiduciary relationship with any of the Secured Parties. Each of the Syndication Administrative Agent, each Joint Lead Arrangers Arranger, each Lender and Bookrunners the Letter of Credit Issuer, authorizes the Collateral Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Collateral Agent under or in connection with this Agreement or the Security Documents together with any other incidental rights, powers and discretions. (d) Each of the Joint BookrunnersLead Arrangers, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 13 (other than Section 12.1(c) 13.9 with respect to the Joint Lead Arrangers and Section 12.9 with respect to the BorrowerBorrowers) are solely for the benefit of the Agents and the Lenders, and the Borrower no Borrower, Guarantor or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. Each Lender and Letter of Credit Issuer hereby further authorizes the Administrative Agent and the Collateral Agent, on such Lender or Letter of Credit Issuer’s behalf, to enter into the Debt Allocation Agreement, and each Lender (and Letter of Credit Issuer) agrees to be bound by the terms of the Debt Allocation Agreement. (c) Each of The Syndication Agent and the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 1213.

Appointment. (a) Each Lender The Trust hereby irrevocably designates appoints M3Sixty as servicing agent and appoints the Administrative Agent as the agent of M3Sixty hereby accepts such Lender appointment. In order that M3Sixty may perform its duties under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Board of Trustees of the Trust shall not have any duties or responsibilitiesdirect the officers and service providers of the Trust to cooperate fully with M3Sixty and, except those expressly set forth hereinupon request of M3Sixty, or any fiduciary relationship to provide such information, documents and advice relating to the Trust which M3Sixty requires to execute its responsibilities hereunder. In connection with any Lenderits duties, M3Sixty shall be entitled to rely, and no implied covenantswill be held harmless by the Trust when acting in reasonable reliance, functionsupon any instruction, responsibilities, duties, obligations advice or liabilities shall document relating to the Trust as provided to M3Sixty by any of the aforementioned persons on behalf of the Trust. All fees charged by any such persons acting on behalf of the Trust would be read into deemed an expense of the Trust. Any services performed by M3Sixty under this Agreement will conform to the requirements of: (a) the provisions of the Act and the Securities Act of 1933, as amended, and any rules or any other Credit Document or otherwise exist against the Administrative Agent.regulations in force thereunder; (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.applicable provision of state and federal law; (c) Each the provisions of the Syndication Agent, Joint Lead Arrangers Declaration of Trust and Bookrunners the By-Laws of the Trust as amended from time to time and Joint Bookrunners, each delivered to M3Sixty; (d) any policies and determinations of the Board of Trustees of the Trust which are communicated to M3Sixty; and (e) the policies of the Trust as reflected in its capacity the Trust’s registration statement as such, shall not have any obligations, duties or responsibilities under filed with the U.S. Securities and Exchange Commission. Nothing in this Agreement but shall will prevent M3Sixty or any officer thereof from providing the same or comparable services for or with any other person, trust, firm or corporation. While the services supplied to the Trust may be entitled different than those supplied to all benefits of this Section 12other persons, trusts, firms or corporations, M3Sixty will provide the Trust equitable treatment in supplying services. The Trust recognizes that it will not receive preferential treatment from M3Sixty as compared with the treatment provided to other M3Sixty clients.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the applicable Administrative Agent as the agent of such Lender under this Agreement and the other Credit Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the such Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the no Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the any Administrative Agent. (b) The Administrative Agent, each LenderAgents, the Swingline Lender and Lenders, the Letter of Credit Issuer Issuers and each Lender hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each LenderAgents, the Swingline Lender and Lenders, the Letter of Credit Issuer Issuers and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Swingline Lenders, the Swingline Lender or the Letter of Credit Issuers, the Administrative Agents or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Collateral Agent. (c) Each Without limiting the powers of the Syndication Collateral Agent, Joint for the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Loan Party, each of the Secured Parties (to the extent a party hereto) hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of the Collateral Agent, to act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the any Secured Party to the extent a party thereto and Loan Parties. Any person who becomes a Secured Party shall, by its execution of an Assignment and Acceptance Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Attorney in such capacity. The substitution of the Collateral Agent pursuant to the provisions of this Section 11 also constitutes the substitution of the Attorney. (d) The Lead Arrangers and Bookrunners and Joint Bookrunnersany Person named as a Co-Syndication Agent or Co-Documentation Agent on the cover of this Agreement, each in its capacity their respective capacities as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 1211.

Appointment. (a) Each The L/C Bank and each Lender hereby irrevocably designates and ----------- appoints the Administrative Agent as the agent of for the L/C Bank and such Lender under this Agreement and the other Credit Documents and to act as secured party, agent, bailee and custodian for the exclusive benefit of the L/C Bank and the Lenders with respect to the Collateral, and the L/C Bank and each such Lender hereby irrevocably authorizes the Administrative Agent, in Agent as the agent for the L/C Bank and such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent thereto by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental theretothereto including, without limitation, all powers and duties specifically set forth in the Security Agreement or the Custodial Agreement to be exercised and performed by the Administrative Agent. The provisions Administrative Agent is specifically authorized to execute and deliver on behalf of this Section 12 (other than Section 12.1(c) the L/C Bank and all of the Lenders, the Security Agreement and the Custodial Agreement and to appoint Bankers Trust of California, N.A. as the Collateral Agent to act on behalf of the L/C Bank and the Lenders with respect to A/B Collateral and DEF Collateral (as those terms are defined in the Joint Lead Arrangers Security Agreement) as described in the Security Agreement and Section 12.9 with respect the Custodial Agreement, including, without limitation, to act on behalf of the L/C Bank and the Lenders to release Collateral pursuant to the Borrower) are solely for the benefit terms of the Agents Security Agreement and the Lenders, Custodial Agreement. The L/C Bank and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, Lenders specifically authorize the Administrative Agent to agree to indemnify the Collateral Agent from and to pay to the Collateral Agent all costs (including, without limitation, costs incurred by Collateral Agent as a result of any examination performed by the L/C Bank or any Lender under Paragraph 12 of the Security Agreement) as set out in the Security Agreement and to the extent, if any, that the Companies are not required to or do not reimburse the Administrative Agent for any such indemnification or costs, then the L/C Bank and the Lenders will do so ratably in accordance with their Repayment Shares, unless such cost is related to an examination by the L/C Bank or a Lender under Paragraph 12 of the Security Agreement, in which case all such costs will be borne by the examining L/C Bank or Lender; provided, however, that if the Companies are not required to -------- ------- reimburse the Administrative Agent for any such indemnification or costs due to the gross negligence or willful misconduct of either the Collateral Agent or the Administrative Agent, then the L/C Bank and the Lenders shall not be required to reimburse the Administrative Agent for any such indemnification or costs. The Administrative Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth hereintherein, or nor any fiduciary relationship with the L/C Bank or any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Credit Document Documents or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1(c) with respect to the Joint Lead Arrangers 12.1 and Section Sections 12.9 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lendersother Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any Lenderother Secured Bank Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative such Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Secured Bank Parties hereby irrevocably designate and appoint the Collateral Agent Representative as the agent with respect to the Collateral, and each of the Administrative AgentSecured Bank Parties hereby irrevocably authorizes the Collateral Representative, each Lenderin such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Representative by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. In addition, the Swingline Lender Secured Bank Parties hereby irrevocably designate and appoint the Letter of Credit Issuer Collateral Agent as an additional agent with respect to the Collateral, and each Secured Bank Party hereby irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any no duties or responsibilities except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender other Secured Bank Parties or the Letter of any agency or trust obligations with respect to any Credit IssuersParty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint BookrunnersArrangers, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender WEST and each Subsidiary hereby irrevocably designates and appoints the Administrative Agent Servicer as the agent exclusive provider of such Lender under this Agreement the Services (as defined in Section 2.02 below) to WEST and each Subsidiary in respect of the other Credit Documents Engine Assets on the terms and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated subject to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere conditions set forth in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, Servicer hereby accepts such appointment and agrees to perform the Swingline Lender Services on the terms and subject to the Letter conditions set forth in this Agreement. In connection with the provision of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent Services with respect to the Collateral, and each of the Administrative Agent, each LenderEngine Assets, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral AgentServicer generally shall, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents where and to exercise such powers the extent practicable and perform such duties as in the case of Services that are expressly delegated to the Collateral Agent not performed by the terms of this Agreement Servicer directly, contract for or otherwise obtain goods and services from third party providers in the other Credit Documentsname of, together with such other powers or as are reasonably incidental theretodisclosed agent for, WEST or the relevant Subsidiary. Notwithstanding any provision to If the contrary elsewhere in this Agreement, the Collateral Agent Servicer shall not have any duties contracted for or responsibilities except those expressly set forth hereinotherwise obtained such goods and services in the name of, or any fiduciary relationship with any of as disclosed agent for, WEST or the Administrative Agentrelevant Subsidiary, the Lenders, Servicer shall use its reasonable efforts to cause WEST or such Subsidiary to be in a position to have direct recourse against any such third party provider providing goods and services for WEST or such Subsidiary for any breaches by such third party provider related to the Swingline Lender or the Letter provision of Credit Issuers, such goods and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agentservices. (c) Each WEST hereby warrants and represents to the Servicer that it and each Subsidiary has appointed or will appoint the Administrative Agent (or Back-Up Administrative Agent in the event that the Administrative Agency Agreement is terminated prior to the expiration of its term and the Back-Up Administrative Agent replaces the Administrative Agent) to act as its representative with respect to any matter in respect of which WEST or any Subsidiary is required or permitted to take any action pursuant to the terms of this Agreement. Accordingly, in connection with the performance of the Syndication Services, unless an Administrative Agent Event of Default shall have occurred and be continuing, or unless earlier notified by WEST that the appointment of the Administrative Agent or Back-Up Administrative Agent, Joint Lead Arrangers as the case may be, to act on behalf of WEST and Bookrunners and Joint Bookrunnerseach Subsidiary has not become effective or has been revoked or terminated, each the Servicer shall in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall all cases be entitled to all benefits rely on the instructions (or other actions) of this Section 12the Administrative Agent or Back-Up Administrative Agent, as the case may be, as representative of WEST and each Subsidiary other than the actions specified in Sections 7.06(a)(i) and 7.06(a)(iv).

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Credit Agreement and the each other Credit Documents Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms of this Credit Agreement and the or any other Credit DocumentsDocument, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein which duties shall be administrative in nature, nor shall the Administrative Agent have or be deemed to have any fiduciary or trustee relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent in this Section 10 with respect to any acts taken by or omissions of any Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the Collateralapplication and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Section 10 included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided herein with respect to any Issuing Lender. (c) Anything herein to the contrary notwithstanding, and each none of the Administrative Joint Bookrunners, Syndication Agent, each LenderDocumentation Agents or Lead Arrangers listed on the cover page hereof shall have any powers, the Swingline Lender and the Letter of duties or obligations whatsoever under this Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and or the other Credit Documents, together with such other powers except in its capacity, as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementapplicable, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the as Administrative Agent, the Lenders, the Swingline a Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agentan Issuing Lender. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each Each of the Administrative Agent, each Lender, the Swingline Lender and the Letter Agents may perform any of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf their respective duties under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with may perform any of their respective duties under the Administrative Agent, Security Documents by or through one or more of their respective affiliates). 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 Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Lenders, the Swingline Lender or the Letter Related Parties of Credit Issuerseach Agent and any such sub-agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Agent. (c) Each Except for Subsections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the Syndication AgentBorrower’s rights thereunder and the conditions included therein) 10.9, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits the provisions of this Section 1210 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

Appointment. The Adviser hereby retains the Subadviser to act as investment adviser for and to manage on a discretionary basis the Subadviser Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. The Subadviser acknowledges and agrees that (i) the Adviser makes no commitment to allocate any maximum or minimum portion of the Fund’s assets to the Subadviser as the Subadviser Assets, (ii) at any time, upon written notice to the Subadviser, the Adviser may allocate all, none or any portion of the Fund’s assets to the Subadviser, (iii) may reallocate any portion or all of the Subadviser Assets (a) Each Lender hereby irrevocably designates and appoints to any other subadviser unaffiliated with the Administrative Agent Adviser upon written notice to the Subadviser or (b) to itself or a subadviser affiliated with the Adviser upon 61 days’ written notice to the Subadviser (or such shorter period as may be agreed by the agent Subadviser after receipt of such Lender under this Agreement notice) and (iv) subject to written notice to the other Credit Documents and irrevocably authorizes Subadviser, and, as applicable, the Administrative Agent, written notice set forth in such capacity, to take such action on its behalf under the provisions clause (iii)(b) of this Agreement and paragraph 1, the other Credit Documents and Adviser retains authority to exercise such powers and perform such duties as are expressly immediately assume direct responsibility for any function delegated to the Administrative Agent by the terms of Subadviser under this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental theretoAgreement. The provisions of this Section 12 Subadviser may appoint its affiliate, RBC Global Asset Management (other than Section 12.1(cU.S.) Inc., to perform trading and execution services with respect to the Joint Lead Arrangers and Section 12.9 with respect Subadviser Assets; provided the Subadviser will not delegate any other function which involves the exercise of discretionary investment management without the consent of the Adviser. Any such delegation or appointment shall not limit any liability of the Subadviser to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative AgentAdviser arising hereunder. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates With effect from Admission, if and appoints the Administrative Agent for so long as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative AgentShareholder holds, in such capacityaggregate, to take such action on its behalf under interests in Ordinary Shares (assuming all the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent Warrants held by the terms Shareholder have been exercised) representing not less than the Trigger Number of this Agreement Ordinary Shares, subject to clause 5.1(b), the Company shall procure such person as may be designated (or otherwise approved) by the Shareholder (an “Approved Non-executive Director”) shall be appointed to hold office as a non-executive Director of the Company (and if any Approved Non-executive Director shall resign or otherwise cease to hold office as a Director, then the other Credit Documents, together with Company shall procure such other powers person (if any) as are reasonably incidental thereto. The provisions of this Section 12 may be designated (other than Section 12.1(cor otherwise approved) with respect by the Shareholder to the Joint Lead Arrangers and Section 12.9 with respect act as a replacement Approved Non-executive Director shall be appointed to the Borrower) are solely for the benefit so hold office as a non-executive Director of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative AgentCompany). (b) The Administrative Agent, each Lender, identity of any proposed Approved Non-executive Director shall be discussed between the Swingline Lender Company and the Letter Shareholder. The appointment of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect Approved Non-executive Director shall be subject to the Collateral, and each approval of the Administrative Agent, each Lender, the Swingline Lender Nominations Committee and the Letter Board (which approvals shall not be withheld or delayed, save where the appointment of Credit Issuer irrevocably authorizes such Approved Non-executive Director would be unlawful or unreasonable having regard to the Collateral Agent, in such capacity, to take such action on its behalf under fiduciary obligations of the provisions of this Agreement Directors and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated regulatory obligations of the Company). For the avoidance of doubt, any nomination for appointment made by the Shareholders under this clause 5.1 shall be subject to the Collateral Agent prior written approval of the Company’s Nominated Adviser (such approval not to be unreasonably delayed) and only to be refused by the terms Company’s Nominated Adviser if: (i) such appointment would thereby result in the Company no longer being appropriate for admission to trading on AIM; or (ii) such proposed appointee is not a fit and proper person for appointment as a director of this Agreement and a Company listed on AIM; or (iii) such appointment would thereby result in the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere Company’s Nominated Adviser not complying in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship full with any of its responsibilities under the Administrative AgentAIM Nomad Rules including AR2 and/or OR4 of Schedule 3 of the AIM Nomad Rules The Company’s Nominated Adviser will notify the Company of its approval or rejection of any nominee to the Board (with reasons for such rejection, where applicable) as soon as practicable following receipt of such nomination. In such circumstances a further nominee may then be put forward by the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral AgentShareholder. (c) Each The first Approved Non-executive Director, whose appointment is expected to be effective, subject to completion of customary appointment due diligence required by the Syndication AgentAIM Nomad Rules, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties from Admission (or responsibilities under this Agreement but as soon as reasonably practicable thereafter) shall be entitled to all benefits of this Section 12▇▇▇▇▇ ▇▇▇▇▇.

Appointment. (a) Each Lender hereby irrevocably designates With effect from Admission, if and appoints the Administrative Agent for so long as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative AgentShareholder holds, in such capacityaggregate, to take such action on its behalf under interests in Ordinary Shares (assuming all the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent Warrants held by the terms Shareholder have been exercised) representing not less than the Trigger Number of this Agreement Ordinary Shares, subject to clause 5.1(b), the Company shall procure such person as may be designated (or otherwise approved) by the Shareholder (an “Approved Non-executive Director”) shall be appointed to hold office as a non-executive Director of the Company (and if any Approved Non-executive Director shall resign or otherwise cease to hold office as a Director, then the other Credit Documents, together with Company shall procure such other powers person (if any) as are reasonably incidental thereto. The provisions of this Section 12 may be designated (other than Section 12.1(cor otherwise approved) with respect by the Shareholder to the Joint Lead Arrangers and Section 12.9 with respect act as a replacement Approved Non-executive Director shall be appointed to the Borrower) are solely for the benefit so hold office as a non-executive Director of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative AgentCompany). (b) The Administrative Agent, each Lender, identity of any proposed Approved Non-executive Director shall be discussed between the Swingline Lender Company and the Letter Shareholder. The appointment of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect Approved Non-executive Director shall be subject to the Collateral, and each approval of the Administrative Agent, each Lender, the Swingline Lender Nominations Committee and the Letter Board (which approvals shall not be withheld or delayed, save where the appointment of Credit Issuer irrevocably authorizes such Approved Non-executive Director would be unlawful or unreasonable having regard to the Collateral Agent, in such capacity, to take such action on its behalf under fiduciary obligations of the provisions of this Agreement Directors and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated regulatory obligations of the Company). For the avoidance of doubt, any nomination for appointment made by the Shareholders under this clause 5.1 shall be subject to the Collateral Agent prior written approval of the Company’s Nominated Adviser (such approval not to be unreasonably delayed) and only to be refused by the terms Company’s Nominated Adviser if: (i) such appointment would thereby result in the Company no longer being appropriate for admission to trading on AIM; or (ii) such proposed appointee is not a fit and proper person for appointment as a director of this Agreement and a Company listed on AIM; or (iii) such appointment would thereby result in the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere Company’s Nominated Adviser not complying in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship full with any of its responsibilities under the Administrative AgentAIM Nomad Rules including AR2 and/or OR4 of Schedule 3 of the AIM Nomad Rules The Company’s Nominated Adviser will notify the Company of its approval or rejection of any nominee to the Board (with reasons for such rejection, where applicable) as soon as practicable following receipt of such nomination. In such circumstances a further nominee may then be put forward by the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral AgentShareholder. (c) Each The first Approved Non-executive Director, whose appointment is expected to be effective, subject to completion of customary appointment due diligence required by the Syndication AgentAIM Nomad Rules, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties from Admission (or responsibilities under this Agreement but as soon as reasonably practicable thereafter) shall be entitled to all benefits of this Section 12▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Appointment. (a) Each Lender Class A-2 Purchaser and each Agent hereby irrevocably designates consents and appoints agrees to the appointment of the Administrative Agent as pursuant to the agent terms of the Indenture, and each such Lender under this Agreement Class A-2 Purchaser and the other Credit Documents and Agent irrevocably authorizes the Administrative Agent, in as the agent for such capacityClass A-2 Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. The provisions Each Class A-2 Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in Class A-2 Purchaser under this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative each such Class A-2 Purchaser irrevocably authorizes such Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in for such capacityClass A-2 Purchaser, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Collateral such Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Collateral Administrative Agent nor any Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit IssuersClass A-2 Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Administrative Agent or any Agent. (c) Each . To the extent that any provision of this Article 7 with respect to the Syndication Agent, Joint Lead Arrangers relationship between an Agent and Bookrunners and Joint Bookrunners, each the Class A-2 Purchasers in its capacity as suchPurchaser Group conflicts with any agreement between such Class A-2 Purchasers and such Agent set forth in any agreement with respect to a Support Facility, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits the terms of this Section 12such other agreement will control.

Appointment. (a1) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) and each Issuing Bank hereby irrevocably designates and appoints the entity named as Administrative Agent in the heading of this Agreement and its permitted successors and assigns to serve as the administrative agent of such Lender under this Agreement and the other Credit Documents Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of under this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions In addition, to the extent required under the laws of this Section 12 (any jurisdiction other than Section 12.1(c) with respect the United States, each of the Lenders and the Issuing Banks hereby grants to the Joint Lead Arrangers Administrative Agent any required powers of attorney to execute and Section 12.9 with respect enforce any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank authorizes the Administrative Agent to the Borrower) are solely for the benefit execute and deliver, and to perform its obligations under, each of the Agents Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Lenders, and the Borrower shall not Administrative Agent may have rights as third party beneficiary of any under such provision. Loan Documents. (2) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative Agent; additionally, each Lender and each Issuing Bank agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and transactions contemplated hereby. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. For the avoidance of doubt, the Borrower shall not have liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (b3) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (a) the Administrative AgentAgent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, by intervention in such capacity, proceeding or otherwise (i) to take such action on its behalf under file and prove a claim for the provisions whole amount of this Agreement the principal and interest owing and unpaid in respect of any or all of the other Credit Documents Obligations that are owing and unpaid and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with file such other powers documents as are reasonably incidental thereto. Notwithstanding any provision may be necessary or advisable in order to have the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any claims of the Administrative Agent, the Lenders, the Swingline Issuing Banks and the Agents and any Subagents allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Letter Obligations or the rights of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations any Lender or liabilities shall be read into this Agreement Issuing Bank or any other Credit Document or otherwise exist against to authorize the Collateral Agent. (c) Each Administrative Agent to vote in respect of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each claim of any Lender or Issuing Bank in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12such proceeding.

Appointment. SECTION 2.1 As of the date hereof, the Manager is hereby appointed as the manager of each member of the Group listed in Schedule C. To the extent the Manager acts as a manager in respect of a member of the Group, the Manager is hereby appointed by the Parent as the administrative manager of the Group and the Manager hereby accepts any such appointment on the terms and conditions of this Agreement. Either the Manager or the Other Manager (in the sole discretion of the Manager and the Other Manager) shall act as the manager of each member of the Group. SECTION 2.2 To the extent the Manager acts as manager in respect of a member of the Group, the Manager shall be appointed by (a) Each Lender hereby irrevocably designates and appoints such Shipowning Subsidiary pursuant to the Administrative Agent provisions of Section 3.2 hereof as the agent technical and commercial manager of each such Lender under Shipowning Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement Agreement and this Agreement and (b) such member of the other Credit Documents Group acquiring a Newbuild, as the supervisor of the construction thereof on the terms and irrevocably authorizes conditions of the Administrative Agentrelevant Supervision Agreement and this Agreement. SECTION 2.3 To the extent the Manager acts as manager in respect of a member of the Group, the Manager undertakes to use its best endeavors to provide: (a) the services specified in such capacityArticles V, to take such action on its behalf under the provisions VI, VII and VIII of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.; (b) The Administrative Agent, the services specified in each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Supervision Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.; and (c) Each the Management Services in respect of each Vessel specified in each Shipmanagement Agreement (the services to be provided under Sections 2.3(a), 2.3(b) and 2.3(c) collectively the “Services”). SECTION 2.4 The Manager may upon notice to the Parent appoint any Person (a “Submanager”) at any time throughout the duration of this Agreement to discharge any of the Syndication AgentManager’s duties under this Agreement; provided that if such Person is not an Affiliate of the Manager, Joint Lead Arrangers the Manager shall obtain the Consent of the Parent prior to such appointment (such Consent of the Parent not to be unreasonably withheld or delayed). SECTION 2.5 The Manager’s power to delegate performance of any provision of this Agreement hereunder is without prejudice to the Manager’s liability to the Parent to perform this Agreement with the intention that the Manager shall remain responsible to the Parent for the due and Bookrunners timely performance of all duties and Joint Bookrunnersresponsibilities of the Manager hereunder; provided, each in its capacity as suchhowever, that to the extent that any Submanager has performed any such duty, the Manager shall not have be under any obligationsobligation to perform again the same duty. SECTION 2.6 The Manager and the Other Manager may mutually elect at any time to replace the Manager with the Other Manager in respect of any or all members of the Group for services provided hereunder (any such replacement, duties a “Manager Substitution”). The Parent and the Manager shall reasonably cooperate with each other to facilitate the transfer of such services (including the transfer of any prepaid costs to the Other Manager) without disruption to the business of the Group or responsibilities under this the Manager or the incurrence of any additional costs or expenses to the Group or the Manager. A Manager Substitution shall not result in an increase to, or duplication of, the aggregate management fees payable to the Manager and the Other Manager. Upon a Manager Substitution, Schedule C shall automatically be updated to reflect such Manager Substitution and the Other Management Agreement but shall govern the management services to be entitled provided to all benefits the applicable member of this Section 12the Group by the Other Manager.

Appointment. (a) Each Lender Secured Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender Secured Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1(c) with respect to the Joint Lead Arrangers 12.1 and Section 12.9 Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents Agents, the Joint Lead Arrangers and the Lendersother Secured Parties, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any Lenderother Secured Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative such Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Secured Parties hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Secured Parties hereby irrevocably authorizes the Collateral Agent, each Lenderin such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. In addition, the Swingline Lender Secured Parties hereby irrevocably designate and appoint the Letter of Credit Issuer Collateral Agent as an additional agent with respect to the Collateral, and each Secured Party hereby irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any no duties or responsibilities except those expressly set forth hereinherein or in any other Credit Document, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender other Secured Parties or the Letter of any agency or trust obligations with respect to any Credit IssuersParty, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of ▇▇▇▇▇▇▇ 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, the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, Agent and each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, Agent and the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative any Agent. (b) The Administrative AgentEach Qualified Counterparty and each Qualified Cash Management Bank, each Lenderpursuant to the terms of the applicable Hedging Agreement Qualification Notification and/or by accepting the grant by the Loan Parties of the security interest in the Collateral pursuant to the Security Documents, hereby irrevocably designates and appoints the Swingline Lender Agents as the agents of such Qualified Counterparty or Qualified Cash Management Bank under this Agreement and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateralother Loan Documents, and each of the Administrative Agent, each Lender, the Swingline Lender such Qualified Counterparty and the Letter of Credit Issuer Qualified Cash Management Bank irrevocably authorizes the Collateral each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral no Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender Qualified Counterparty or the Letter of Credit IssuersQualified Cash Management Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Collateral any Agent. (c) For the purposes of holding any security granted by the Canadian Borrower or any other Loan Party pursuant to the laws of the Province of Quebec to secure payment of any bond issued by the Canadian Borrower or any Loan Party, each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the person holding the power of attorney (i.e. “fondé de pouvoir”) (in such capacity, the “Attorney”) of the Lenders as contemplated under Article 2692 of the Civil Code of Québec, and to enter into, to take and to hold on its behalf, and for its benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Lender hereby irrevocably appoints and authorizes the Administrative Agent (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders to hold and be the sole registered holder of any bond which may be issued under any hypothec, the whole notwithstanding Section 32 of An Act respecting the special powers of legal persons (Quebec) or any other applicable law, and to execute all related documents. Each of the Syndication AgentAttorney and the Custodian shall: (a) have the sole and exclusive right and authority to exercise, Joint Lead Arrangers except as may be otherwise specifically restricted by the terms hereof, all rights and Bookrunners remedies given to the Attorney and Joint Bookrunnersthe Custodian (as applicable) pursuant to any hypothec, each in its capacity as suchbond, shall not have any obligationspledge, duties applicable laws or responsibilities under this Agreement but shall otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time. Any person who becomes a Lender shall, by its execution of an Assignment and Acceptance, be deemed to have consented to and confirmed: (i) the Attorney as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender, all benefits actions taken by the Attorney in such capacity, and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Custodian in such capacity. The substitution of the Administrative Agent pursuant to the provisions of this Section 12Article 10 shall also constitute the substitution of the Attorney and the Custodian.

Appointment. (a) Each Lender and Letter of Credit Issuer hereby irrevocably designates and appoints the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (together with any successor Administrative Agent pursuant to Section 12.11) as Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Each Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC (together with any successor Collateral Agent pursuant to Section 12.11) as the Collateral Agent as the agent with respect to the Collateral, hereunder and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, Agent to (i) take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such all rights, powers and remedies and perform such the duties as are expressly delegated to the Collateral Agent by the terms of this Agreement under such Credit Documents and the other Credit Documents, together with (ii) exercise such other powers as are reasonably incidental thereto. Notwithstanding any provision For purposes of the exculpatory, liability-limiting, indemnification and other similar provisions of this Section 12, references to the contrary elsewhere in this Agreement, “Administrative Agent” shall be deemed to include the Collateral Agent shall not have any duties or responsibilities except those expressly set forth hereinin its capacity as such. Each Lender hereby appoints the Collateral Agent to enter into, or any fiduciary relationship with any and sign for and on behalf of the Administrative AgentLenders as Secured Parties, the Lenders, Guarantee and the Swingline Lender or Security Documents for the Letter benefit of Credit Issuers, the Lenders and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral AgentSecured Parties. (c) Each of the Syndication AgentLead Arranger and each Joint Bookrunner, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower no Borrower, Guarantor or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. Each Lender and Letter of Credit Issuer hereby further authorizes the Administrative Agent and the Collateral Agent, on such Lender or Letter of Credit Issuer’s behalf, to enter into the Debt Allocation Agreement, and each Lender (and Letter of Credit Issuer) agrees to be bound by the terms of the Debt Allocation Agreement. (c) Each of The Co-Syndication Agents and the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender 1. The Corporation hereby irrevocably designates constitutes and appoints Sunstone as transfer agent and dividend disbursing agent of all the Administrative Shares of the Funds during the period of this Agreement, and Sunstone hereby accepts such appointment as transfer agent and dividend disbursing agent and agrees to perform the duties thereof as hereinafter set forth. 2. Sunstone shall perform the transfer agent and dividend disbursing agent services described on Schedule B hereto. To the extent that the Corporation requests Sunstone to perform any additional services in a manner not consistent with Sunstone's usual processing procedures, Sunstone and the Corporation shall mutually agree as to the services to be accomplished, the manner of accomplishment and the compensation to which Sunstone shall be entitled with respect thereto. 3. Sunstone may, in its discretion, appoint in writing other parties qualified to perform transfer agency and shareholder services reasonably acceptable to the Corporation (individually, a "Sub-transfer Agent") to carry out some or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that unless the Corporation shall enter into a written agreement with such Sub- transfer Agent, the Sub-transfer Agent as shall be the agent of Sunstone and not the agent of the Corporation or such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative AgentFund and, in such capacity, to take event Sunstone shall be fully responsible for the acts or omissions of such action on Sub- transfer Agent and shall not be relieved of any of its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent responsibilities hereunder by the terms appointment of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental theretoSub-transfer Agent. 4. The provisions of this Section 12 (other than Section 12.1(c) Subject to Sunstone's duty to act in good faith with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere services described in this Agreement, the Administrative Agent Sunstone shall not have any no duties or responsibilities, responsibilities whatsoever hereunder except those expressly such duties and responsibilities as are specifically set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations covenant or liabilities obligation shall be read into implied in this Agreement or any other Credit Document or otherwise exist against the Collateral AgentSunstone. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the U.S. ABL Collateral Agent, the Canadian Agent, the Canadian Collateral Agent, and the Issuing Lender, those expressly set forth hereinherein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent or the Other Representatives. Each of the Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent, the U.S. ABL Collateral Agent, the Canadian Agent and the Canadian Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). (b) The Administrative AgentFor greater certainty, and without limiting the powers of the Agents or any other Person acting as an agent, attorney-in-fact or mandatory for the Agents under this Agreement or under any of the Loan Documents, each Loan Party, as well as each Lender (for itself and for all other Secured Parties that are Affiliates of such Lender) and each Agent hereby (a) irrevocably appoints and constitutes (to the extent necessary) and confirms the constitution of (to the extent necessary), the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Canadian Collateral Agent as the agent with respect to the Collateral, and each holder of the Administrative Agent, each Lender, the Swingline Lender and the Letter an irrevocable power of Credit Issuer irrevocably authorizes the Collateral Agent, attorney (in such capacity, the “fondé de pouvoir”) within the meaning of Article 2692 of the Civil Code of Québec for the purposes of entering and holding on their behalf, and for their benefit, any Liens, including hypothecs, granted or to take be granted by any Loan Party on movable or immovable property pursuant to the laws of the Province of Québec to secure obligations of any Loan Party under any bond issued by any Loan Party and exercising such action on powers and duties which are conferred upon the Canadian Collateral Agent in its behalf capacity as fondé de pouvoir under any of the Quebec Security Documents; and (b) appoints (and confirms the appointment of) and agrees that the Canadian Agent, acting as agent for the applicable Secured Parties, may act as the custodian, registered holder and mandatory (in such capacity, the “Custodian”) with respect to any bond that may be issued and pledged from time to time for the benefit of the applicable Secured Parties. Each applicable Secured Party shall be entitled to the benefits of any charged property covered by any of the Quebec Security Documents and will participate in the proceeds of realization of any such charged property, the whole in accordance with the terms thereof. (c) The said constitution of the Canadian Collateral Agent as fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Québec) and of the Canadian Agent as Custodian with respect to any bond that may be issued and pledged by any Loan Party from time to time for the benefit of the applicable Secured Parties shall be deemed to have been ratified and confirmed by any Assignee by the execution of an Assignment and Acceptance. (d) Notwithstanding the provisions of this Agreement and Section 32 of An Act Respecting the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms Special Powers of this Agreement and the other Credit DocumentsLegal Persons (Québec), together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the LendersU.S. ABL Collateral Agent, the Swingline Lender or Canadian Agent and the Letter Canadian Collateral Agent may purchase, acquire and be the holder of Credit Issuersany bond issued by any Loan Party. Each of the Loan Parties hereby acknowledges that any such bond shall constitute a title of indebtedness, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against as such term is used in Article 2692 of the Collateral AgentCivil Code of Québec. (ce) Each The Canadian Collateral Agent herein appointed as fondé de pouvoir and Custodian shall have the same rights, powers and immunities as the Agents as stipulated in this Section 10 of the Syndication AgentCredit Agreement, Joint Lead Arrangers which shall apply mutatis mutandis. Without limitation, the provisions of subsection 10.10 shall apply mutatis mutandis to the resignation and Bookrunners appointment of a successor to the Canadian Collateral Agent acting as fondé de pouvoir and Joint BookrunnersCustodian. (f) The execution by GE Canada Finance Holding Company as fondé de pouvoir and mandatary, each in its capacity as such, shall not have prior to this agreement of any obligations, duties deeds of hypothec or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12other Security Documents is hereby ratified and confirmed.

Appointment. (a1) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably designates and appoints the entity named as Administrative Agent in the heading of this Agreement and its permitted successors and assigns to serve as the administrative agent of such Lender under this Agreement and the other Credit Documents Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of under this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions In addition, to the extent required under the laws of this Section 12 (any jurisdiction other than Section 12.1(c) with respect the United States, each of the Lenders hereby grants to the Joint Lead Arrangers Administrative Agent any required powers of attorney to execute and Section 12.9 with respect enforce any Security Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to the Borrower) are solely for the benefit execute and deliver, and to perform its obligations under, each of the Agents Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Lenders, and the Borrower shall not Administrative Agent may have rights as third party beneficiary of any under such provision. Loan Documents. (2) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative Agent; additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and transactions contemplated hereby. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. For the avoidance of doubt, no Borrower shall have liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (3) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (a) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents and any Subagents allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (b) The Administrative Agentany custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to make such payments to the CollateralAdministrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and each advances of the Administrative AgentAgent and its agents and counsel, each Lender, and any other amounts due the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf Administrative Agent under the provisions Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of this Agreement and any Lender any plan of reorganization, arrangement, adjustment or composition affecting the other Credit Documents and Obligations or the rights of any Lender or to exercise such powers and perform such duties as are expressly delegated authorize the Administrative Agent to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere vote in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any respect of the Administrative Agent, the Lenders, the Swingline claim of any Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or in any other Credit Document or otherwise exist against the Collateral Agentsuch proceeding. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender The Lenders hereby irrevocably designates designate and appoints the appoint Wilmington Trust as Administrative Agent and Collateral Agent (for purposes of this Section 11 and Section 12.01, the term “Administrative Agent” also shall include Wilmington Trust in its capacity as Collateral Agent pursuant to the agent of such Lender under this Security Documents, the ABL Intercreditor Agreement, the Term Loan Intercreditor Agreement, the Subordination Agreement and the other Credit Documents) to act as specified herein and in the other Credit Documents and Wilmington Trust hereby accepts such designation and appointment. Each Lender hereby irrevocably authorizes authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder by or through its officers, directors, agents, sub-agents, employees or affiliates. Any sub-agent may perform any and all its duties and exercise its rights and powers by or through its directors, trustees, officers, employees, agents, advisors or affiliates. The exculpatory and indemnification provisions contained in Section 11 and Section 12.01 shall apply to the Administrative Agent and any sub-agent and to their respective directors, trustees, officers, employees, agents, advisors and affiliates, and shall apply to their respective activities in connection with the syndication of the Term Loans, as well as activities as Administrative Agent. The Agents shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such subagent. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) 11 are solely for the benefit of the Agents and the Lenders, and the Borrower no Credit Party shall not have rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agentprovisions. (b) The Administrative AgentEach Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), each Lenderfor the benefit of the Secured Creditors, in assets in which, in accordance with the Swingline UCC or any other applicable legal requirement a security interest can be perfected by possession or control. Should any Lender and the Letter obtain possession or control of Credit Issuer hereby irrevocably designate and appoint any such Collateral, such Lender shall notify the Collateral Agent as the agent with respect to the Collateralthereof, and each of the Administrative Agentand, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes promptly following the Collateral Agent’s request therefor, in shall deliver such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated Collateral to the Collateral Agent by or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of this Agreement and the other Credit DocumentsIntercreditor Agreements, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, collateral agent for the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each Any corporation or association into which the Administrative Agent or the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Syndication Administrative Agent or the Collateral Agent is a party, will be and become the successor Administrative Agent or Collateral Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunnersas applicable, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled and will have and succeed to all benefits the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of this Section 12any instrument or paper or the performance of any further act.

Appointment. Each Bank hereby (ax) Each Lender irrevocably designates ----------- and appoints Chase as Administrative Agent of such Bank to act as specified herein and in the other Credit Documents, and each such Bank hereby irrevocably designates and appoints authorizes Chase as the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, Bank to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. thereto and (y) irrevocably designates and appoints The provisions Chase Manhattan Bank as Collateral Agent of this Section 12 (other than Section 12.1(c) with respect such Bank to act as specified herein and in the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the LendersSecurity Documents, and the Borrower shall not have rights as third party beneficiary of any each such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer Bank hereby irrevocably designate and appoint authorizes The Chase Manhattan Bank as the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, Bank to take such action on its behalf under the provisions of this Agreement and the other Credit Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Security Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this Section 11. The Collateral Agent agrees to act as such upon the express conditions contained in this Section 11 and in Article X of the Security Agreement. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit IssuersBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or Agreement, any other Credit Document or shall otherwise exist against the Administrative Agent or the Collateral Agent. (c) Each . The provisions of this Section 11 are solely for the benefit of the Syndication Administrative Agent, Joint Lead Arrangers the Collateral Agent and Bookrunners the Banks, and Joint Bookrunners, each in neither Holdings nor any of its capacity as such, Subsidiaries shall not have any obligations, rights as a third party beneficiary of any of the provisions hereof. In performing their respective functions and duties or responsibilities under this Agreement but and the other Credit Documents, the Administrative Agent and the Collateral Agent shall act solely as agent of the Banks and, to the extent provided in the Security Documents, the other Secured Creditors, and neither the Administrative Agent nor the Collateral Agent assumes and shall not be entitled deemed to all benefits have assumed any obligation or relationship of this Section 12agency or trust with or for Holdings or any of its Subsidiaries.

Appointment. (a) Each Lender and each Agent hereunder hereby irrevocably designates and appoints Deutsche Bank Trust Company Americas as Administrative/Collateral Agent hereunder and under the other Transaction Documents, and authorizes the Administrative/Collateral Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative/Collateral Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Administrative Agent for such Lender Group as the agent of such Lender under this Agreement Agreement, and the other Credit Documents and each such Lender irrevocably authorizes the Administrative such Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other Administrative/Collateral Agent shall promptly deliver, but in any event no later than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lendersfollowing Business Day, and the Borrower shall not have rights as third party beneficiary a copy of any such provisionnotice, certificate, report or other documents received by it in its capacity as Administrative/Collateral Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Administrative/Collateral Agent nor any Agent (the Administrative/Collateral Agent and each Agent being referred to in this Article as a “Note Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative any Note Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.[**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]

Appointment. The Lenders hereby appoint DB as Administrative Agent (afor purposes of this Agreement, the term “Administrative Agent” shall include DB in its capacity as Collateral Agent pursuant to the Security Documents) and as Collateral Agent (for purposes of this Agreement, the term "Collateral Agent" shall include DB in its capacity as Security Trustee under the laws of England and Wales and as agent or trustee in relation to any Security Documents under the laws of any other jurisdiction other than those of any State of the United States) for the Secured Creditors under all applicable Security Documents and Guaranties and appoint TBNS as Canadian Administrative Agent (Administrative Agent and Canadian Administrative Agent are sometimes referred to in this Article XI as the “Agents”, and individually as an “Agent”) to act as herein specified herein and in the other Loan Documents. Each Lender hereby irrevocably designates authorizes and appoints each holder of any Note by the Administrative Agent as the agent acceptance of such Lender under this Agreement and the other Credit Documents and Note shall be deemed to irrevocably authorizes the Administrative Agent, in such capacity, authorize Agents to take such action on its behalf under the provisions of this Agreement and hereof, the other Credit Loan Documents (including, without limitation, to give notices and take such actions on behalf of the Required Lenders as are consented to in writing by the Required Lenders) and any other instruments, documents and agreements referred to herein or therein and to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to the Administrative Agent, Collateral Agent or Canadian Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights Except as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Company or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations of its Subsidiaries that is communicated to or liabilities shall be read into this Agreement obtained by the financial institution serving in such capacity or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender of its Affiliates in any capacity. Agents may perform any of their respective duties hereunder and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementby or through their officers, the Collateral Agent shall not have any duties directors, agents, employees or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agentaffiliates. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender 2.1 The Owner hereby irrevocably designates appoint the Construction Supervisor and appoints the Administrative Agent Construction Supervisor h▇▇▇▇▇ agrees to act as the agent Owner’s supervisor towards the Builder and as the “Owner’s Representative” under the Shipbuilding Contract for the duration of the Building Period and to perform the duties and rights which rest with the Owner regarding the construction and delivery of the Vessel in accordance with all of the provisions of the Shipbuilding Contract. The Owner shall be responsible for, inter alia, determining the general policy of supervision of construction of the Vessel and the scope of activities of the Construction Supervisor and, in the performance of its duties under this Agreement, the Construction Supervisor shall at all times act strictly in accordance with any instructions or directions given to it by the Owner regarding such general policy or, in the absence of such Lender instructions or directions, in accordance with the standards of a prudent supervisor providing services of the type to be provided under this Agreement, having due regard to the Owner’s interest. Any instructions so given shall be consistent with the nature and scope of the supervision services required to be performed by the Construction Supervisor under this Agreement and shall not require the other Credit Documents Construction Supervisor to do or omit to do anything which may be contrary to any applicable law of any jurisdiction or which is inconsistent or contrary to any of the rights and irrevocably authorizes duties of the Administrative AgentOwner under the Shipbuilding Contract. 2.2 Specific powers and duties of the Construction Supervisor Without prejudice to the generality of the appointment made under Clause 2.1, and (where applicable) by way of addition to the rights, powers and duties so conferred, the Construction Supervisor shall, subject to this Clause 2 and to Clauses 3 and 4, have and be entrusted with the following rights, powers and duties in such capacityrelation to the Shipbuilding Contract: (a) under Article ….., to take such action on its behalf under review, comment on, agree and approve the provisions lists of this Agreement plans and the other Credit Documents drawings referred to; to attend the testing of the Vessel’s machinery, outfitting and equipment and to exercise request any tests or inspections which the Construction Supervisor may consider appropriate or desirable and to review and comment on the results of all tests and inspections; to carry out such powers inspections and perform give such duties as are expressly delegated advice or suggestions to the Administrative Agent by Builder as the terms Construction Supervisor may consider appropriate or desirable; and to give notice to the Builder in the event that the Construction Supervisor discovers any construction, material or workmanship which the Construction Supervisor believes does not or will not conform to the requirements of this Agreement the Shipbuilding Contract and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.specifications; (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and under Article …. to appoint the Collateral Agent as the agent with respect to the Collateral, and each a representative of the Administrative Agent, each Lender, Construction Supervisor for the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, purposes specified in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.that Article; (c) Each if any alteration or addition to the Shipbuilding Contract becomes obligatory or desirable, to consult with the Builder and make recommendations to the Owner as to whether or not acceptance should be given to any proposal notified to the Owner by the Builder; (d) under Article …. to request and agree to any minor alterations, additions, or modifications to the Vessel or the specification and any substitute materials pursuant to Article .... which the Construction Supervisor may consider appropriate or desirable, provided that if the cost of such variations or substitute materials would have the effect of altering the Contract Price (as defined in the Shipbuilding Contract) by more than five per cent (5%) from the Contract Price on the date hereof or the amount of any of the Syndication Agentinstallments of the Contract Price due under the Shipbuilding Contract, Joint Lead Arrangers the Construction Supervisor shall notify the same to the Owner in writing; to receive from and Bookrunners transmit to the Builder information relating to the requirements of the classification society and Joint Bookrunnersto give instructions and agree with the Builder regarding alterations, each additions, or changes in its capacity connection with such requirements; and to approve the substitution of materials as suchrequested by the Builder; (e) under Article ….., to attend and witness the trials of the Vessel; (f) to determine whether the Vessel has been designed, constructed, equipped and completed in accordance with, and complies with, the Shipbuilding Contract and the Specifications and Plans (as defined in the Shipbuilding Contract); under Article …., Paragraph …., to give the Builder a notice of acceptance or (as the case may be) rejection of the Vessel, to require or request any further test and inspection of the Vessel, and to give and receive any further or other notice relative to such matters and generally to advise the Owner in respect of all such matters; (g) to sign together with the Owner any protocols as to sea trials, consumable stores, delivery and acceptance or otherwise, having first ascertained the appropriateness of so doing; (h) to accept on behalf of the Owner the documents specified in Article …., Paragraph …. to be delivered by the Builder at Delivery and to confirm receipt thereof to the Owner; (i) to give and receive on behalf of the Owner any notice contemplated by the Shipbuilding Contract, provided that the Construction Supervisor shall not have authority to give on behalf of the Owner any obligationsnotice which the Owner may be entitled to give to cancel, duties repudiate or rescind the Shipbuilding Contract without the prior written consent of the Owner; and (j) to purchase all Buyer’s Supplies as agent of the Owner and supply and deliver the same together with all necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates to the Builder under Article …., and provide to the Owner a list of all such Buyer’s Supplies as soon as possible. 2.3 The Construction Supervisor shall discharge its responsibilities under this Agreement but Clause as the Owner’s agent. 2.4 The costs of supplying and delivering Buyer’s Supplies pursuant to Article …. shall be entitled reimbursed by the Owner on Delivery against supporting invoices from the Construction Supervisor which the Construction Supervisor shall supply to all benefits of this Section 12the Owner at the same time as the notice to be given pursuant to Clause 3(c)(i).

Appointment. (a) Each Lender Noteholder hereby irrevocably designates and appoints the Administrative HPS to act as Agent as the agent of for such Lender Noteholder under this Agreement and the other Credit Documents Other Documents, and HPS hereby accepts such appointment on the Closing Date subject to the terms hereof. Each Noteholder irrevocably authorizes the Administrative Agent, Agent in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Credit Other Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Other Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative AgentConcurrently herewith, each Lender, the Swingline Lender Noteholder directs Agent and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect is authorized to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of enter into this Agreement and the other Credit Other Documents and any other related agreements in the forms presented to exercise such powers Agent. For the avoidance of doubt, each Noteholder agrees that it will be subject to and perform such duties as are expressly delegated to the Collateral Agent bound by the terms of this Agreement and the other Credit Other Documents, together with such other powers as . The provisions of this Article XIV are reasonably incidental thereto. Notwithstanding any provision to solely for the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any benefit of the Administrative Agent, Agent and the Lenders, the Swingline Lender or the Letter of Credit IssuersNoteholders, and no implied covenantsNote Party shall have rights as a third party beneficiary of any such provisions (other than with respect to the Issuers’ consent rights under Section 14.6). (b) Each Noteholder agrees that in any instance in which this Agreement provides that Agent’s consent may not be unreasonably withheld, functionsprovide for the exercise of Agent’s reasonable discretion, responsibilitiesor provides to a similar effect, dutiesit shall not in its instructions (or, by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. It is expressly agreed and acknowledged that Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or liabilities any parties to the Collateral Documents. No Agent shall be read into have liability for any failure, inability or unwillingness on the part of any Note Party to provide accurate and complete information on a timely basis to such Agent, or otherwise on the part of any such party to comply with the terms of this Agreement or any Other Document, and shall have no liability for any inaccuracy or error in the performance or observance on any Agent’s part of any of its duties hereunder or under any Other Document that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other Credit Document or otherwise exist against failure on the Collateral Agentpart of any such other party to comply with the terms hereof. (c) Each For purposes of clarity, phrases such as “satisfactory to the Syndication Agent,” “approved by the Agent,” “acceptable to the Agent,” “as determined by the Agent,” “in the Agent’s discretion,” “selected by the Agent,” “elected by the Agent,” “requested by the Agent,” and phrases of similar import that authorize and permit the Agent to approve, Joint Lead Arrangers and Bookrunners and Joint Bookrunnersdisapprove, each determine, act or decline to act in its capacity discretion shall be subject to the Agent receiving written direction from the Noteholders or Required Noteholders, as suchapplicable, shall not have any obligations, duties to take such action or responsibilities under to exercise such rights. Nothing contained in this Agreement but shall be entitled require the Agent to all benefits of this Section 12exercise any discretionary acts.

Appointment. (a) Each Lender Subject to the terms hereof, Underwriter hereby irrevocably designates appoints Claims Servicer, for the duration specified in Article VI hereof, to provide, and appoints to act as its agent and in its name as attorney-in-fact with respect to all matters required, necessary or appropriate to perform the Administrative Agent as claims handling services specified in Section 2.02 hereof (collectively, the agent “Claims Services”), provided, however, that Claims Services shall exclude any services that Applicable Law prohibits to be provided under an agreement of this type, and Claims Servicer hereby accepts such Lender under appointment and agrees to perform such Claims Services on the terms set forth herein on behalf of and in the name of Underwriter. Claims Servicer agrees to perform the Claims Services (i) in a professional and timely manner in conformance with applicable industry standards in administering the types of business included in the Policies and in accordance with the terms of the Policies, (ii) in accordance with Applicable Law, including maintenance by Claims Servicer of all licenses, authorizations, permits and qualifications from Governmental Entities necessary to perform the Claims Services required by this Agreement and (iii) in accord with the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf revised minimum standards for claims as set down by Lloyd’s under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties Lloyd’s Claims Scheme (as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agentapplicable). (b) The Administrative AgentIn order to assist Claims Servicer in the performance of the Claims Services hereunder, each Lenderas reasonably requested by Claims Servicer in writing from time to time, the Swingline Lender and Underwriter shall deliver to Claims Servicer, in the Letter form reasonably requested by Claims Servicer in writing, evidence of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent its appointment of Claims Servicer as the agent its attorney-in-fact with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral AgentClaims Services. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, Claims Servicer shall not have any obligationsthe authority or power to accept or bind risk on the behalf of Underwriter, duties bind or responsibilities under cede reinsurance or retrocession on reinsurance on behalf of Underwriter, commit Underwriter to participation in insurance or reinsurance syndicates, or commit Underwriter to a claim settlement, outside the settlement authority levels stated within this Agreement but without the Claims Servicer’s receipt of the prior written approval of Underwriter for such claim settlement. (d) Nothing herein is intended or shall be entitled construed to relieve Underwriter of ultimate responsibility for compliance with all benefits Applicable Law, or the terms of this Section 12the Policies.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Section 12.9 with respect to the BorrowerHoldings) are solely for the benefit of the Agents and the Lenders, and the neither Holdings nor any Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, the Co-Documentation Agents and the Joint Manager and Arranger each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent. Each of the Lenders, each LenderHoldings, the Swingline Lender Borrower and the Letter of Credit Issuer Subsidiary Guarantors hereby irrevocably designate constitutes, designates and appoint appoints, to the Collateral extent necessary, the Administrative Agent as the agent with holder of an irrevocable power of attorney (fonde de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by Holdings, the Borrower or the Subsidiary Guarantors in the Province of Quebec to secure the obligations of Holdings, the Borrower or the Subsidiary Guarantors under any bond. Each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any part of a Lender’s interest in the Obligations or this Agreement shall be deemed to have confirmed and ratified the Collateralconstitution, designation and each appointment of the Administrative Agent, each Lender, Agent as the Swingline Lender and the Letter holder of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, irrevocable power of attorney (fonde de pouvoir) by execution of an assignment or other agreement pursuant to take which it becomes such action on its behalf under assignee Notwithstanding the provisions of this Agreement and Section 32 of An Act respecting the other Credit Documents and to exercise such special powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementlegal persons (Quebec), the Collateral Administrative Agent shall not have may acquire and be the holder of any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agentsuch bond. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender and LC Issuer hereby irrevocably designates and appoints Truist Bank (as successor by merger to SunTrust Bank) to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes Truist Bank (as successor by merger to SunTrust Bank) as the Administrative Agent as the agent of and Collateral Agent for such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Lender hereby expressly authorizes the Administrative Agent and/or the Collateral Agent to, without the consent of any Lender, to enter into the ABL/Bond Intercreditor Agreement to give effect to the provisions of this Section 12 (other than Section 12.1(c) with respect Agreement, which ABL/Bond Intercreditor Agreement shall be binding on the Lender. The Administrative Agent and/or the Collateral Agent agrees or agree to act as such upon the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provisionexpress conditions contained in this Article IX. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent and/or the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, or nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent or Collateral Agent. In performing its functions and duties under this Agreement, the Administrative Agent and Collateral Agent shall each act solely as agent of the Lenders and do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Loan Parties or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Each Lender and the Letter of Credit LC Issuer hereby further irrevocably designate and appoint authorizes the Administrative Agent and/or the Collateral Agent as on behalf of and for the benefit of the Lenders and the LC Issuer, to be the agent for and representative of the Lenders and the LC Issuer with respect to the CollateralGuaranty, the Security Documents, the Collateral and any other Loan Document. Subject to Section 11.12, without further written consent or authorization from Lenders or the LC Issuer, the Administrative Agent and/or the Collateral Agent mayshall execute any documents or instruments necessary to (i) release any Lien or Guaranty encumbering or relating to any item of Collateral or Guarantor that is the subject of a sale or other disposition (or, in the case of any Guarantor, to the extent such Guarantor is no longer required to be a Guarantor pursuant to the terms hereof) to a Person that is not a Loan Party permitted hereby or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, (ii) release any Guarantor from the Guaranty with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.12) have otherwise consented, (iii) to release any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document (x) upon the Termination Date, or (y) that constitutes Excluded Asset, (iv) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent and/or the Collateral Agent under any Security Document to the holder of any Lien on such property that is permitted by ▇▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and (cc) and clauses (c), (e) and (j) of the definition of “Permitted Encumbrances,” (v) enter into any amendment to any Loan Document to correct any errors or omissions pursuant to Section 11.12(g), or (vi) enter into the ABL/Bond Intercreditor Agreement and any Customary Intercreditor Agreement, Incremental Revolving Credit Assumption Agreements and Extension Amendments, in each of case, in accordance with the applicable terms hereof. Upon request by the Administrative Agent and/or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes ’s and/or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, in such capacity, or to take such action on release any Guarantor from its behalf obligations under the provisions of this Agreement and other Loan Documents pursuant to this Section 9.01(b). In each case as specified in this Section 9.01(b), the other Credit Documents Administrative Agent will, at the Borrower’s expense, execute and to exercise such powers and perform such duties as are expressly delegated deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral Agent by from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Loan Documents, in each case in accordance with the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.9.01

Appointment. (a) Each U.S. Lender hereby irrevocably designates and appoints the U.S. Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the U.S. Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are 98 expressly delegated to the U.S. Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Canadian Lender hereby irrevocably designates and appoints the Canadian Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Canadian Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Canadian Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Lender hereby irrevocably designates and appoints the Collateral Agent as the collateral agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Section 12 (Agreement and the other than Section 12.1(c) with respect Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Joint Lead Arrangers and Section 12.9 with respect to Collateral Agent by the Borrower) are solely for the benefit terms of the Agents this Agreement and the Lendersother Loan Documents, and the Borrower shall not have rights together with such other powers as third party beneficiary of any such provisionare reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agents or the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any of the Administrative Agents or the Collateral Agent. (b) The Administrative AgentFor greater certainty, and without limiting the powers of the Collateral Agent hereunder or under any of the other Loan Documents, each Lenderof the Lenders hereby acknowledges that the Collateral Agent shall, for purposes of holding any security granted by the Swingline Lender Canadian Borrower or any Canadian Subsidiary Guarantor on their respective property pursuant to the laws of the Province of Quebec to secure payment of the bond issued by the Canadian Borrower or any such Canadian Subsidiary Guarantor pursuant to the Quebec Security Documents and pledged in favor of the Collateral Agent (the "BOND"), be the holder of an irrevocable power of attorney (FONDE DE POUVOIR) (within the meaning of the CIVIL CODE OF QUEBEC) for all present and future Lenders and in particular for all present and future holders of the Bond. Each of the Administrative Agents and the Letter of Credit Issuer Lenders hereby irrevocably designate and appoint constitutes, to the extent necessary, the Collateral Agent as the agent with respect to holder of an irrevocable power of attorney (FONDE DE POUVOIR) (within the Collateral, and each meaning of Article 2692 of the Administrative Agent, each Lender, CIVIL CODE OF QUEBEC) in order to hold security granted by the Swingline Lender Canadian Borrower or any Canadian Subsidiary Guarantor in the Province of Quebec to secure the Bond. Each Assignee shall be deemed to have confirmed and ratified the Letter constitution of Credit Issuer irrevocably authorizes the Collateral Agent, in Agent as the holder of such capacity, to take such action on its behalf under irrevocable power of attorney (FONDE DE POUVOIR) by execution of the relevant Assignment and Acceptance. Notwithstanding the provisions of this Agreement and Section 32 of the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementSPECIAL CORPORATE POWERS ACT (Quebec), the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any may acquire and be the holder of the Administrative AgentBond. The Canadian Borrower, for itself and for each Canadian Subsidiary Guarantor, hereby acknowledges that the Bond constitutes a title of indebtedness, as such term is used in Article 2692 of the CIVIL CODE OF QUEBEC. Anything in this Section 9.1(b) to the contrary notwithstanding, the Lenders, Collateral Agent agrees that it will not exercise any rights under the Swingline Lender or the Letter irrevocable power of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. attorney (cFONDE DE POUVOIR) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each provided in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 129.1(b) unless an Event of Default shall have occurred and be continuing.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and -144- perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower no Borrower, Guarantor or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. Each Lender and Letter of Credit Issuer hereby further authorizes the Administrative Agent and the Collateral Agent, on such Lender or Letter of Credit Issuer’s behalf, to enter into the Debt Allocation Agreement, and each Lender (and Letter of Credit Issuer) agrees to be bound by the terms of the Debt Allocation Agreement. (c) Each of The Co-Syndication Agents and the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender AgrEvo hereby irrevocably designates appoints Scotts, and appoints Scotts hereby accepts appointment, as an Exclusive distributor of Products, for the Administrative Agent as Market in and throughout the agent Territory and Scotts covenants and agrees to purchase Products exclusively from AgrEvo during the term hereof. AgrEvo understands that Scotts will resell Products under Scotts' own brand names, except for Products containing flutolanil and buprofesin, which shall be distributed under an AgrEvo label. Scotts shall have the right to appoint subdistributors or sales agents or representatives within the Territory for the Products for the Market, but any such subdistributors or sales agents or representatives shall be subdistributors or sales agents or representatives of Scotts and not of AgrEvo and shall have no authority or power to bind AgrEvo, and AgrEvo shall not be liable for any acts or omissions of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties subdistributors or responsibilities, except those expressly set forth herein, sales agents or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agentrepresentatives. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of If this Agreement and is in effect during the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit DocumentsTransition Year, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent AgrEvo shall not have sell or distribute the Products directly or grant any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of additional distributorships for the Administrative Agent, Products for the Lenders, Markets within the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral AgentTerritory. (c) Each AgrEvo obtained registration for the Products from the Environmental Protection Agency ("EPA") pursuant to Section 3 of the Syndication AgentFederal Insecticide, Joint Lead Arrangers Fungicide and Bookrunners Rodenticide Act of 1947, as amended by subsequent authorizations and Joint Bookrunnersthe Food Quality Protection Act of August 3, each 1996 ("FQPA"). Pursuant to the terms hereof, AGREVO will grant to Scotts supplemental distribution rights for the Products (excluding flutolanil and buprofezin). In order to perfect such supplemental distribution rights, AgrEvo agrees to execute jointly with Scotts EPA Form 8570-5, "Notice of Supplemental Distribution of a Registered Product", wherein AgrEvo as Registrant, will agree that Scotts as Distributor, may distribute and sell the Product subject to the conditions specified in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but said EPA Notice and 40 CFR ss. 152.132. Scotts shall be entitled solely responsible for complying with all administrative requirements imposed by the EPA and individual states related thereto and shall assume and bear all costs of obtaining such registrations. Further, AgrEvo agrees to provide data citation authorization letters to all benefits of this Section 12states which may request them in order for Scotts to obtain registrations in such states.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents to which the Administrative Agent is a party and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto, other than any powers granted to the Second-Out Agent (as defined in the First Lien Intercreditor Agreement) under the First Lien Intercreditor Agreement. Each Lender hereby irrevocably designates and appoints the Collateral Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents to which the Collateral Agent is a party and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 Article XIII (other than Section 12.1(c13.1(b) with respect to the Joint Lead Arrangers Arranger and the Bookrunner and Section 12.9 13.10 with respect to the Borrower) are solely for the benefit of the Agents Administrative Agent, the Collateral Agent and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12.

Appointment. (a) Each Lender The Lenders hereby irrevocably designates designate and appoints the appoint Wilmington Trust as Administrative Agent and Collateral Agent (for purposes of this Section 11 and Section 12.01, the term “Administrative Agent” also shall include Wilmington Trust in its capacity as Collateral Agent pursuant to the agent of such Lender under this Security Documents, the Subordination Agreement and the other Credit Documents) to act as specified herein and in the other Credit Documents and Wilmington Trust hereby accepts such designation and appointment. Each Lender hereby irrevocably authorizes authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder by or through its officers, directors, agents, sub-agents, employees or affiliates. Any sub-agent may perform any and all its duties and exercise its rights and powers by or through its directors, trustees, officers, employees, agents, advisors or affiliates. The exculpatory and indemnification provisions contained in Section 11 and Section 12.01 shall apply to the Administrative Agent and any sub-agent and to their respective directors, trustees, officers, employees, agents, advisors and affiliates, and shall apply to their respective activities in connection with the syndication of the Term Loans, as well as activities as Administrative Agent. The Agents shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such subagent. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) 11 are solely for the benefit of the Agents and the Lenders, and the Borrower no Credit Party shall not have rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agentprovisions. (b) The Administrative AgentEach Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), each Lenderfor the benefit of the Secured Creditors, in assets in which, in accordance with the Swingline UCC or any other applicable legal requirement a security interest can be perfected by possession or control. Should any Lender and the Letter obtain possession or control of Credit Issuer hereby irrevocably designate and appoint any such Collateral, such Lender shall notify the Collateral Agent as the agent with respect to the Collateralthereof, and each of the Administrative Agentand, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes promptly following the Collateral Agent’s request therefor, in shall deliver such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated Collateral to the Collateral Agent by or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Subordination Agreement, as the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, collateral agent for the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each Any corporation or association into which the Administrative Agent or the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Syndication Administrative Agent or the Collateral is a party, will be and become the successor Administrative Agent or Collateral Agent, Joint Lead Arrangers and Bookrunners and Joint Bookrunnersas applicable, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled and will have and succeed to all benefits the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of this Section 12any instrument or paper or the performance of any further act.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Citi as Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent. (c) Each of the Syndication Agent, Joint Lead Arrangers and Bookrunners and Joint BookrunnersArranger, each in its capacity as such, shall not have any liability, obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12. The Syndication Agent and Documentation Agents, in their respective capacities as such, shall not have any liability, obligations, duties or responsibilities under this Agreement but NY\6379601.11 shall be entitled to all benefits of this Section 12. Each Lender hereby appoints Citi (together with any successor Collateral Agent pursuant to Section 12.11) as the Collateral Agent hereunder and authorizes the 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 the Collateral Agent under such Credit Documents and (iii) exercise such powers as are reasonably incidental thereto. For purposes of the exculpatory, liability-limiting and other similar provisions of this Section 12, references to the “Administrative Agent” shall be deemed to include the Collateral Agent in its capacity as such.