Common use of Authorization and Authority Clause in Contracts

Authorization and Authority. (i) Each of the Lenders hereby irrevocably appoints, designates and authorizes Citibank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (ii) The Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appointsappoints BNP Paribas, designates and authorizes Citibank Dublin Branch to act on its behalf as the Calculation Agent and Wilmington Trust, National Association to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appoints, designates and authorizes Citibank appoints BNP Paribas to act on its behalf as the Calculation Agent and BNP Paribas, New York Branch, to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06, Section 9.08 and Section 9.11, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders hereby irrevocably appoints, designates and authorizes Citibank Citibank, N.A. to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Except as expressly set forth in Section 8.06, the provisions of this Article are solely for the benefit of the Agent, the Lenders Agent and the Issuing BanksLenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as the Collateral Agent (Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral Collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, 9.04 (as though such agent, co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank Lender or any of their respective its Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appoints, designates and authorizes Citibank appoints BNP Paribas to act on its behalf as the Calculation Agent and Wilmington Trust, National Association to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders Lender hereby irrevocably appoints, designates and authorizes Citibank appoints [__] to act on its behalf as the Administrative Agent and as the Calculation Agent hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Calculation Agent and the Lenders and the Issuing Banks, and neither the Borrower nor any other Loan Party shall not have rights as a third-third party beneficiary of any of such provisionsprovisions (except that Section 9.06 and Section 9.08 are also for the benefit of, and are binding upon, the Borrower). It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Lenders and each of the Lenders (including Agents hereby irrevocably appoints each Lender in each such Lender’s its capacity as a potential Cash Management Bank and/or Hedge Bank) Secured Party as its collateral agent for the benefit of itself, the Lenders and Issuing Banks hereby irrevocably appoints and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Lender in its capacity as a Secured Party to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection, Solely for the Agent, as Collateral Agent (purpose of performing its functions and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05duties hereunder, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, a Secured Party shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised act solely by the Agent, on behalf as an agent of the Lendersother Lenders and Agents. Each Lender in its capacity as a Secured Party does not assume and shall not be deemed to have assumed any fiduciary relationship or trust with or for any Loan Party, in accordance with the terms hereof any other Lender or thereof, as applicableany Agent.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appointsappoints JPMorgan Chase Bank, designates and authorizes Citibank N.A., London Branch to act on its behalf as the Calculation Agent and JPMorgan Chase Bank, N.A., London Branch to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appointsappoints JPMorgan Chase Bank, designates and authorizes Citibank N.A., London Branch to act on its behalf as the Calculation Agent and JPMorgan Chase Bank, N.A., London Branch to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. 1661860.04-NYCSR03A - MSW (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appointsappoints Bank of America, designates and authorizes Citibank N.A. to act on its behalf as the Calculation Agent and Bank of America, N.A. to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (i) Each of the Lenders hereby irrevocably appoints, designates and authorizes Citibank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (ii) The If the Tranche B Effective Date occurs, the Agent shall also act as the Collateral Agent “collateral agent” under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as Collateral Agent “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders hereby irrevocably appoints, designates and authorizes Citibank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Except as expressly set forth in Section 8.06, the provisions of this Article are solely for the benefit of the Agent, the Lenders Agent and the Issuing BanksLenders, and neither Holdings nor the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (iia) The Agent shall also act as the Secured Parties Collateral Agent and the Non-Notes Secured Parties Collateral Agent under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as the Secured Parties Collateral Agent (and the Non-Notes Secured Parties Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, 9.04 (as though such agent, co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank Lender or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders hereby irrevocably appoints, designates and authorizes Citibank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Except as expressly set forth in Section 8.06, the provisions of this Article are solely for the benefit of the Agent, the Lenders Agent and the Issuing BanksLenders, and neither Holdings nor the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as the Secured Parties Collateral Agent and the Non-Notes Secured Parties Collateral Agent under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as the Secured Parties Collateral Agent (and the Non-Notes Secured Parties Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, 9.04 (as though such agent, co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank Lender or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders Lender hereby irrevocably appoints, designates and authorizes Citibank appoints [__] to act on its behalf as the Administrative Agent and as the Calculation Agent hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Calculation Agent and the Lenders and the Issuing Banks, and neither the Borrower nor any other Loan Party shall not have rights as a third-third party beneficiary of any of such provisionsprovisions (except that Section 9.06 and Section 9.08 are also for the benefit of, and are binding upon, the Borrower). It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Lenders and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks Agents hereby irrevocably appoints each Applicable Lender as its collateral agent for the benefit of itself, the Lenders and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionSolely for the purpose of performing its functions and duties hereunder, each Applicable Lender shall act solely as an agent of the Agent, as Collateral Agent (other Lenders and Agents. Each Applicable Lender does not assume and shall not be deemed to have assumed any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding fiduciary relationship or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, trust with or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each any other Lender hereby agree that no Lender, in its capacity as such, shall have or any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders hereby irrevocably appoints, designates and authorizes Citibank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Except as expressly set forth in Section 8.06, the provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, and neither Holdings nor the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (iia) The Agent shall also act as the Secured Parties Collateral Agent and the Non-Notes Secured Parties Collateral Agent under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as the Secured Parties Collateral Agent (and the Non-Notes Secured Parties Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the [[3666665]] direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, 9.04 (as though such agent, co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appoints, designates and authorizes Citibank appoints BNP Paribas to act on its behalf as the Calculation Agent and Wilmington Trust, National Association to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such ​ ​ actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders hereby irrevocably appoints, designates and authorizes Citibank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Except as expressly set forth in Section 8.06, the provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, and neither Holdings nor the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Loan Document (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as the Secured Parties Collateral Agent and the Non-Notes Secured Parties Collateral Agent under the Loan Documents, and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as the Secured Parties Collateral Agent (and the Non-Notes Secured Parties Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (or any portion thereof) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article VIII and of paragraphs (a), (b) and (c) of Section 9.04, 9.04 (as though such agent, co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to the contrary notwithstanding, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Party, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicable.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appoints, designates and authorizes Citibank appoints BNP Paribas to act on its behalf as the Calculation Agent and BNP Paribas, New York Branch, to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely ▇▇▇▇▇▇▇ and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06, Section 9.08 and Section 9.11, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appoints, designates and authorizes Citibank Bank of America, N.A. to act on its behalf as the Administrative Agent and Bank of America, N.A. to act on its behalf as the Calculation Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, does not assume and the Borrower shall not be deemed to have rights as a third-party beneficiary assumed any obligation towards or relationship of agency or trust with or for any of such provisionsLoan Party. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Lenders and each of the Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks Agents hereby irrevocably appoints each Applicable Lender as its collateral agent for the benefit of itself, the Lenders and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of the Agentother Lenders and Agents and does not assume and shall not be deemed to have assumed any obligation not expressly set forth herein or in any other Loan Document towards or fiduciary relationship or trust with or for any Loan Party, as Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Administrative Agent, the Calculation Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appointsappoints JPMorgan Chase Bank, designates and authorizes Citibank N.A., London Branch to act on its behalf as the Calculation Agent and JPMorgan Chase Bank, N.A., London Branch to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely Lenders and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were any of the Collateral Agent under the Loan Documents) as if provisions set forth in full herein with respect thereto. Anything contained in any of Section 9.06 and Section 9.08, which are also for the Loan Documents to the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.

Authorization and Authority. (ia) Each of the Lenders Lender and each other Agent hereby irrevocably appoints, designates and authorizes Citibank appoints BNP Paribas to act on its behalf as the Calculation Agent and BNP Paribas, New York Branch, to act on its behalf as the Administrative Agent, in each case hereunder and under the other Loan Documents and authorizes the each Agent to take such actions on its behalf and to exercise such powers as are delegated to the such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions In performing its functions and duties hereunder, each Agent shall act solely as an agent of this Article are solely ▇▇▇▇▇▇▇ and any other Agent 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 benefit of the Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisionsBorrower. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent or the Calculation Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead Instead, such term is used as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between contracting parties. (iib) The Agent shall also act as Each of the Collateral Agent under the Loan Documents, Agents hereby irrevocably appoints each Applicable Lender and each of the Agented Lenders (including in each such Lender’s capacity as a potential Cash Management Bank and/or Hedge Bank) and Issuing Banks of an Applicable Lender hereby irrevocably appoints each such Applicable Lender, in each case, as its collateral agent for the benefit of itself, each such Agented Lender and authorizes the Agent Agents to act as the agent of such Lender or Issuing Bank on its behalf for purposes of acquiringthe Collateral Account Control Agreement to which it is a party, holding Section 8.03 and enforcing any the Security Agreement and all Liens authorizes each Applicable Lender to take such actions on Collateral granted its behalf and to exercise such powers as are contemplated by any of the Loan Parties to secure any of the Obligationsterms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connectionperforming its functions and duties hereunder, each Applicable Lender shall act solely as an agent of each of its Agented Lenders and each of the Agents (solely, in the case of each Agent, to the extent of such Applicable Lender’s Applicable Percentage of any Obligations owing to such Agent in its capacity as Collateral an Agent (and not as a Lender, Applicable Lender, Agented Lender or otherwise) and does not assume and shall not be deemed to have assumed any co-agentsother obligation towards or fiduciary relationship or trust with or for the Borrower, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the collateral (other Lender or any portion thereofAgent. (c) granted under the Security and Guarantee Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all The provisions of this Article VIII IX are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of paragraphs (a)any of such provisions, (b) and (c) except as the same relate to the performance or observance of Section 9.04, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto. Anything contained in any of the Loan Documents to provisions set ​ forth in Section 9.06, Section 9.08 and Section 9.11, which are also for the contrary notwithstandingbenefit of, but without limiting the rights of any Lender, Issuing Bank or any of their respective Affiliates under Section 9.05, each Loan Partyand are binding upon, the Agent and each Lender hereby agree that no Lender, in its capacity as such, shall have any right individually to realize upon any collateral subject to any Security and Guarantee Documents, it being understood and agreed that all powers, rights and remedies hereunder or thereunder may be exercised solely by the Agent, on behalf of the Lenders, in accordance with the terms hereof or thereof, as applicableBorrower.