Common use of Appointment and Authority Clause in Contracts

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereofJPMorgan Chase Bank, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other Credit First Lien Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Parent Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (iithe “Senior Collateral Agent”) Cortland Capital Market Services LLC to act on its behalf as and authorizes the Collateral Agent under Agent, in accordance with the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a to, or otherwise given to, the Senior Collateral Agent) Agent by the terms thereofof the Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the LendersCommercial Bank Lenders hereby appoints, by accepting designates and authorizes Société Générale as its Commercial Banks Facility Agent under and for purposes of each Financing Document to which the benefits of this Agreement Commercial Banks Facility Agent is a party, and in its capacity as the other Credit DocumentsCommercial Banks Facility Agent, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as Secured Debt Holder Group Representative and the Administrative Designated Voting Party (as defined in the Intercreditor Agreement) for the Commercial Bank Lenders. Société Générale hereby accepts this appointment and agrees to act as the Commercial Banks Facility Agent hereunder and under for the other Credit Documents Commercial Bank Lenders in accordance with the terms of this Agreement. Each of the Commercial Bank Lenders appoints and authorizes the Administrative Commercial Banks Facility Agent to act on behalf of such Commercial Bank Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Banks received from time to time by the Commercial Banks Facility Agent (including through its agents with respect to which the Commercial Banks Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or employees) as otherwise advised by counsel, and subject in all cases to take such actions on its behalf and the terms of the Intercreditor Agreement), to exercise such powers hereunder and perform such duties thereunder as are specifically delegated to or required of the Administrative Commercial Banks Facility Agent by the terms hereof or and thereof, together with such actions and powers as are may be reasonably incidental thereto. Each of Notwithstanding any provision to the Lenderscontrary contained elsewhere in any Financing Document, by accepting the benefits of this Agreement and the other Credit DocumentsCommercial Banks Facility Agent shall not have any duties or responsibilities, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as except those expressly set forth in Sections 9.6(a) herein, nor shall the Commercial Banks Facility Agent have or be deemed to have any fiduciary relationship with any Commercial Bank Lender or other Credit Agreement Secured Party, and 9.6(b)no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the provisions of this Section are solely for Commercial Banks Facility Agent. Without limiting the benefit generality of the Agents and the Lendersforegoing sentence, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) this Agreement with reference to an the Commercial Banks Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawGovernment Rule. Instead 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. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the LendersLenders and the Issuing Bank, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the LendersLenders and the Issuing Bank, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents Agents, the Lenders and the LendersIssuing Bank, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender and the Issuing Bank irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Credit Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacity as a matter of market custom, potential Hedge Bank or Cash Management Bank) and is intended to create or reflect only an administrative relationship between contracting parties. Each the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any of the Credit Parties to execute secure any of the Secured Obligations, together with such powers and deliver discretion as are reasonably incidental thereto. In this connection, the Intercreditor Agreement Administrative Agent, as “collateral agent” and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article VIII for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Articles VIII and IX (including Section 9.5, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Applicable Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Applicable Collateral Agent) Agent by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofObligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Applicable Collateral Agent and any co-agents, sub-agents, delegates, receivers and attorneys-in-fact appointed by the Applicable Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Security Documents, or for exercising any rights and remedies thereunder, shall be entitled to the benefits of all provisions of this Article IV (as expressly though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Security Documents) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersSecured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Applicable Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Applicable Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Applicable Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby (i) irrevocably appoints Macquarie Capital Funding LLC Wilmington Trust to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Loan Documents and (ii) authorizes Macquarie Capital Funding LLC (in its capacity as a the Administrative Agent and the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Administrative Agent and the Collateral Agent) Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofLoan Documents, together with such actions and powers as are reasonably incidental thereto. Except Without limiting the generality of the foregoing, each Lender authorizes and directs each Agent to enter into the Loan Documents to which it is a party on the date hereof on behalf of and for the benefit of the Lenders and to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as expressly set forth contemplated by and in Sections 9.6(a) accordance with this Agreement and 9.6(b), the other Loan Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. The provisions of this Section Article IX are solely for the benefit of the Agents and the Lenders, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Collateral Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent or the Required Lenders, shall be entitled to the benefits of all provisions of this Article IX and Section 10.04 (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. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article IX. Any corporation or association into which any 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 such Agent is understood a party, will be and agreed become the successor Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Each Lender acknowledges and agrees that no Agent shall have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing sentence, the use of the term “agent” herein or and in any the other Credit Loan Documents (or any other similar term) with reference to an any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender irrevocably authorizes The permissive authorizations, entitlements, powers and rights (including the Administrative Agent right to request that the Borrower take an action or deliver a document and the Collateral exercise of remedies following an Event of Default) granted to any Agent to execute and deliver the Intercreditor Agreement herein shall not be construed as duties. No Agent shall have any responsibility for interest or income on any funds held by it hereunder and any other applicable intercreditor funds so held shall be held un-invested pending distribution thereof. Whether or subordination agreement and to take such actionnot explicitly set forth therein, and to exercise the rights, powers, rights protections, immunities and remedies indemnities granted to each Agent herein shall apply to any document entered into by such Agent in connection with its role as Agent under the Administrative Agent and Loan Documents. Except to the Collateral Agent thereunder and with respect theretoextent expressly provided otherwise herein, the Required Lenders shall have the right to direct the Agents in all matters concerning the Loan Documents.

Appointment and Authority. Each of the LendersAuthorized Representatives, by accepting the benefits for itself and on behalf of this Agreement and the other Credit Documentsits Related Secured Parties, hereby irrevocably appoints Macquarie Capital Funding LLC Barclays Bank PLC to act on its behalf as the Administrative Collateral Agent hereunder and under each of the other Credit Documents First Lien Security Documents, and authorizes the Administrative Collateral Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Collateral Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions and powers as are reasonably incidental thereto. Each In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the LendersAuthorized Representatives, for itself and on behalf of its Related Secured Parties, hereby grants to the Collateral Agent any required powers of attorney to execute any First Lien Security Document governed by accepting the benefits laws of such jurisdiction on such Secured Party’s behalf. Without limiting the generality of the foregoing, the Collateral Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Shared Collateral, and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the other Credit First Lien Security Documents. Each of the Authorized Representatives, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act for itself and on behalf of its behalf as Related Secured Parties, acknowledges and agrees that the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereofshall be entitled, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the LendersFirst Lien Security Documents, without regard to any rights, remedies or powers to which the Non-Controlling Secured Parties would otherwise be entitled to as a result of their Non-Controlling Secured Obligations. Without limiting the foregoing, each of the Authorized Representatives, for itself and neither Holdingson behalf of its Related Secured Parties, agrees that none of the Collateral Agent, the Applicable Authorized Representative or any other Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Authorized Representatives, for itself and on behalf of its Related Secured Parties, waives any claim they may now or hereafter have against the Collateral Agent or the Authorized Representative or any Secured Party of any other Class arising out of (i) any actions that the Collateral Agent or any such Authorized Representative or Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale or other disposition, release or depreciation of, or failure to realize upon, any Borrower of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.06, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, the Company or any of the Restricted Subsidiaries Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Agent shall have rights as a third-party beneficiary not accept any Shared Collateral in full or partial satisfaction of any of such provisions. It is understood and agreed that the use First Lien Obligations pursuant to Section 9-620 of the term “agent” herein or in Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing Secured Parties for whom such Collateral constitutes Shared Collateral. Each of the Authorized Representatives, for itself and on behalf of its Relates Secured Parties, acknowledges and agrees that, upon any other Credit Documents (obligations being designated hereunder as Additional First Lien Obligations or any other similar term) with reference to Person becoming an Agent is not intended to connote Additional Authorized Representative or 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 customPersons becoming Additional Secured Parties, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent will continue to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the act in its capacity as Collateral Agent thereunder in respect of the then existing Authorized Representatives and with respect theretoSecured Parties and such Additional Authorized Representative and Additional Secured Parties.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement Except for Section 11.6 and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b)11.9, the provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacity as a matter of market custom, potential Hedge Bank or Cash Management Bank) and is intended to create or reflect only an administrative relationship between contracting parties. Each the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any of the Credit Parties to execute secure any of the Secured Obligations, together with such powers and deliver discretion as are reasonably incidental thereto. In this connection, the Intercreditor Agreement Administrative Agent, as “collateral agent” and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XI for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Articles XI and XII (including Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Applicable Authorized Representative by the terms hereof or thereofhereof, together with such actions powers and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers discretion as are reasonably incidental thereto. Except In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder shall be entitled to the benefits of all provisions of this Article IV and Section 9 of the Credit Agreement and the equivalent provision of the Indenture and the Notes Security Agreement and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Authorized Representative to facilitate and effect actions taken or intended to be taken by the Applicable Authorized Representative pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Authorized Representative to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative for such purposes.

Appointment and Authority. Each Lender appoints and designates Bank of America as Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Agent or Required Lenders (unless this Agreement otherwise requires the consent of all Lenders) in accordance with the provisions of the LendersLoan Documents, and the exercise by accepting the benefits of Agent or Required Lenders (unless this Agreement and otherwise requires the other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents consent of all Lenders) of any rights or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereofremedies set forth therein, together with such actions and all other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Each Without limiting the generality of the Lendersforegoing, by accepting Agent shall have the benefits of this Agreement sole and the other Credit Documents, hereby irrevocably appoints exclusive authority to (ia) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder disbursing and under collecting agent for Lenders with respect to all payments and collections arising in connection with the other Credit Documents and authorizes Macquarie Capital Funding LLC Loan Documents; (in its capacity as a Collateral Agentb) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and as Agent each Loan Document, including any other applicable intercreditor or subordination agreement agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to take such actionany Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts or Inventory constitute, in accordance with the definitions thereof, Eldorado Eligible Accounts, HRI Eligible Accounts, SCP Eligible Accounts, Tapco Eligible Accounts, Eldorado Eligible Inventory, SCP Eligible Inventory, or Tapco Eligible Inventory, or whether to impose any reserve or release any discretionary reserve, and to exercise the powersits Credit Judgment in connection therewith, rights which determinations and remedies granted judgments, if exercised in good faith, shall exonerate Agent from liability to the Administrative Agent and the Collateral Agent thereunder and with respect theretoany Lender or other Person for any error in judgment.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuers hereby irrevocably appoints Macquarie Capital Funding LLC Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer 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 Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, for the avoidance of doubt, exercising any discretion under Section 7.11 or otherwise). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), 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. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints Lenders (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (including in its capacity as a Collateral Agentpotential Cash Management Bank or Hedge Bank) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably hereby authorizes the Administrative Agent and the Collateral Agent to execute and deliver enter into the Intercreditor Agreement and any other applicable intercreditor agreement or subordination arrangement permitted under this Agreement without any further consent by any Lender and any such intercreditor agreement and to take such action, and to exercise shall be being binding upon the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoLenders.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC Suisse AG to act on its behalf as the Collateral Agent hereunder and under each of the other Credit First Lien Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Holdings or any Borrower or other Grantor to secure any of the First Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes Credit Suisse AG, at the request of the U.S. Borrower, to execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent”, or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (iithe “Senior Collateral Agent”) Cortland Capital Market Services LLC to act on its behalf as and authorizes the Collateral Agent under Agent, in accordance with the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a to, or otherwise given to, the Senior Collateral Agent) Agent by the terms thereofof the Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Agreement (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries other Credit Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Credit Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacity as a matter of market custom, potential Hedging Agreement Providers or Cash Management Agreement Providers) and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Credit Party Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Credit Documents or supplements to existing Credit Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article VIII for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Security Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of Articles VIII and IX (including Section 9.5, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lenders hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the Issuing Lenders, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacity as a matter of market custom, potential Hedge Bank or Cash Management Bank) and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XIII for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Security Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of Articles XIII and XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall 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 other Credit Loan Documents (or any other similar term) with reference to an the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. 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. Each Lender The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, as applicable, and each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co‑agents, sub‑agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XIII for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Security Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the Administrative Agent benefits of all provisions of Article XIII and XIV (including Section 14.3, as though such co‑agents, sub‑agents and attorneys‑in‑fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the LendersKSURE Covered Facility Lenders hereby appoints, by accepting designates and authorizes The Korea Development Bank, New York Branch as its KSURE Covered Facility Agent under and for purposes of each Financing Document to which the benefits of this Agreement KSURE Covered Facility Agent is a party, and in its capacity as the other Credit DocumentsKSURE Covered Facility Agent, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as Secured Debt Holder Group Representative and the Administrative Designated Voting Party (as defined in the Intercreditor Agreement) for the KSURE Covered Facility Lenders. The Korea Development Bank, New York Branch hereby accepts this appointment and agrees to act as the KSURE Covered Facility Agent hereunder and under for the other Credit Documents KSURE Covered Facility Lenders in accordance with the terms of this Agreement. Each of the KSURE Covered Facility Lenders appoints and authorizes the Administrative KSURE Covered Facility Agent to act on behalf of such KSURE Covered Facility Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the KSURE Covered Facility Agent (including through its agents with respect to which the KSURE Covered Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or employees) as otherwise advised by counsel, and subject in all cases to take such actions on its behalf and the terms of the Intercreditor Agreement), to exercise such powers hereunder and perform such duties thereunder as are specifically delegated to or required of the Administrative KSURE Covered Facility Agent by the terms hereof or and thereof, together with such actions and powers as are may be reasonably incidental thereto. Each of Notwithstanding any provision to the Lenderscontrary contained elsewhere in any Financing Document, by accepting the benefits of this Agreement and the other Credit DocumentsKSURE Covered Facility Agent shall not have any duties or responsibilities, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as except those expressly set forth in Sections 9.6(a) herein, nor shall the KSURE Covered Facility Agent have or be deemed to have any fiduciary relationship with any KSURE Covered Facility Lender or other KSURE Covered Facility Secured Party, and 9.6(b)no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the provisions of this Section are solely for KSURE Covered Facility Agent. Without limiting the benefit generality of the Agents and the Lendersforegoing sentence, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) this Agreement with reference to an the KSURE Covered Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawGovernment Rule. Instead 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. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as may be otherwise expressly set forth in Sections 9.6(a) and 9.6(b)provided herein, the provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, any Borrower or any of the Restricted Subsidiaries no Credit Policy shall have any rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein Lenders (including in its capacity as counterparty to a Specified Hedge Agreement or in any other Credit Documents (or any other similar termSpecified Cash Management Arrangement, as applicable) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any of the Credit Party to execute secure any of the Obligations, together with such powers and deliver discretion as are reasonably incidental thereto. In this connection, the Intercreditor Agreement Administrative Agent, as “collateral agent”, and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XIII for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Articles XIII and XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each Secured Party appoints and designates Bank of the LendersAmerica as Agent under all Loan Documents. Agent may, by accepting the benefits of this Agreement and the other Credit each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of Secured Parties. Each Secured Party agrees that any action taken by Agent, Required Lenders, U.S. Required Lenders, or Canadian Required Lenders in accordance with the Agents provisions of the Loan Documents, and the Lendersexercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and neither Holdings, any Borrower or any binding upon all Secured Parties. Without limiting the generality of the Restricted Subsidiaries foregoing, Agent shall have rights the sole and exclusive authority to (a) act as a third-party beneficiary of any of such provisions. It is understood the disbursing and agreed that collecting agent for Lenders with respect to all payments and collections arising in connection with the use of the term “agent” herein or in any other Credit Documents Loan Documents; (or any other similar termb) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and as Agent each Loan Document, including any other applicable intercreditor or subordination agreement and to take such actionagreement, and to accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise the powers, any rights and or remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any reserve, or whether any conditions to funding or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article VII are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Bank, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacity as a matter of market custom, potential Hedge Bank or Cash Management Bank) and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any of the Loan Parties to execute secure any of the Secured Obligations, together with such powers and deliver discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Intercreditor Agreement Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article VII for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Article VII and Article IX (including Section 9.03, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. Each of GSLP is hereby appointed Syndication Agent hereunder, and each Lender and Issuing Bank hereby authorizes GSLP to act as Syndication Agent in accordance with the Lenders, by accepting the benefits of this Agreement terms hereof and the other Credit Documents, . Bank of America is hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender and Issuing Bank hereby authorizes the Bank of America to act as Administrative Agent (including through its agents or employees) to take such actions and Collateral Agent on its behalf behalf, including executing Credit Documents on its behalf, and to exercise such powers and perform such duties as are delegated to Administrative Agent and the Administrative Collateral Agent by the terms hereof or thereofhereof, together with such actions and powers as are reasonably incidental thereto. Each of Barclays Capital, DB, HSBC Securities, JPM and Xxxxx is hereby appointed Co-Documentation Agent hereunder, and each Lender and Issuing Bank hereby authorizes each of Barclays Capital, DB, HSBC Securities, JPM and Xxxxx to act as Co-Documentation Agent in accordance with the Lenders, by accepting terms hereof and the benefits of this Agreement other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental theretoapplicable. Except as expressly set forth in Sections 9.6(a) Section 9.6, Section 9.9 and 9.6(b)Section 9.10, the provisions of this Section 9 are solely for the benefit of the Agents and the Lenders, Lenders and neither Holdings, any Borrower or any of the Restricted Subsidiaries no Credit Party shall have any rights as a third-third party beneficiary of any of such provisionsthe provisions thereof. It is understood In performing its functions and agreed that the use duties hereunder, each Agent shall act solely as an agent of the term “agent” herein Lenders and does not assume and shall not be deemed to assume any relationship of agency or in any other Credit Documents (trust with or for Holdings or any other similar term) with reference to an 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 partiesits Subsidiaries. Each Lender irrevocably authorizes of the Syndication Agent and each Co-Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Second Restatement Effective Date, neither GSLP, in its capacity as Syndication Agent, nor Barclays Capital, DB, HSBC Securities, JPM and Xxxxx, in their capacities as Co-Documentation Agent, nor the senior managing agents, shall have any obligations but shall be entitled to all benefits of this Section 9. Each of the Syndication Agent and each Co-Documentation Agent may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoParent Borrower.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Second Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC Citi to act on its behalf as the Administrative Second Lien Agent hereunder and as Second Lien Agent or collateral agent under each of the other Second Lien Security Documents and as “Applicable Second Lien Agent” under the other Credit Documents Senior Lien Intercreditor Agreement and authorizes the Administrative Second Lien Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Second Lien Agent by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on the Shared Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofSecond Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Second Lien Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Second Lien Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Shared Collateral (or any portion thereof) granted under any of the Second Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Term Loan Agreement and the equivalent provision of any Other Second Lien Agreement (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Second Lien Agent” or collateral agent or “Applicable Second Lien Agent” under the Second Lien Security Documents or the Senior Lien Intercreditor Agreement) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuers hereby irrevocably appoints Macquarie Capital Funding LLC Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersL/C Issuers, and neither Holdings, any Borrower or any of the Restricted Subsidiaries no Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (in any other Credit Documents (or any other similar term) with reference to an 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 its capacities as a matter Lender, Swing Line Lender (if applicable), potential counterparty to a Swap Contract and potential counterparty to a Treasury Management Agreement) and each of market custom, the L/C Issuers hereby irrevocably appoints and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer 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 Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Collateral Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers discretion as are reasonably incidental thereto. Except In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder shall be entitled to the benefits of all provisions of this Article IV and Article Twelve of the Indenture and the equivalent provision of the Notes Security Agreements and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Pari Passu Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereofJPMorgan Chase Bank, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other Credit Pari Passu Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Borrower or any other Grantor to secure any of the Pari Passu Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the Pari Passu Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Borrower, to execute and deliver the Junior Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent”, or the equivalent agent, however referred to for the Pari Passu Secured Parties under such agreement (iithe “Senior Collateral Agent”) Cortland Capital Market Services LLC to act on its behalf as and authorizes the Collateral Agent under Agent, in accordance with the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a to, or otherwise given to, the Senior Collateral Agent) Agent by the terms thereofof the Junior Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Pari Passu Security Documents, or for exercising any rights and remedies thereunder or under the Junior Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional Pari Passu Agreement (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, at the request of the Borrower, to execute and (ii) Cortland Capital Market Services LLC deliver the First Lien/Second Lien Intercreditor Agreement in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to act on its behalf as for the Collateral Agent First Lien Secured Parties under the Foreign Collateral Documents such agreement and authorizes Cortland Capital Market Services LLC (in its capacity as a the Controlling Collateral Agent) , in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Designated Senior Representative by the terms thereofof the First Lien/Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Senior Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Initial Additional First Lien Document and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby irrevocably appoints Macquarie Capital Funding LLC JPMorgan Chase Bank, N.A., London Branch to act on its behalf as the Administrative Agent hereunder and under the other Credit Facility Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby irrevocably appoints (i) Macquarie Capital Funding LLC JPMorgan Chase Bank, N.A., London Branch to act on its behalf as the Collateral Agent hereunder and under the other Credit Facility Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC thereto. Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A., London Branch to act on its behalf as the Collateral Calculation Agent hereunder and under the Foreign Collateral other Facility Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) Calculation Agent to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) Calculation Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) In performing its functions and 9.6(b)duties hereunder, the Agents shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower. For the avoidance of doubt, Collateral Agent and Calculation Agent shall comply with any instructions from Administrative Agent. The provisions of this Section Article are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall not have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (or any other similar term) with reference to an Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting Secured Parties (other than the benefits of this Agreement and the other Credit Documents, Collateral Agent) hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder Xxxxx Fargo Bank, National Association (and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employeesXxxxx Fargo Bank, National Association hereby accepts such appointment) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under each of the other Credit Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto thereto, including for purposes of acquiring, holding and (ii) Cortland Capital Market Services LLC enforcing any and all Liens on Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofSecured Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except as expressly set forth Notwithstanding the foregoing, beyond the exercise of reasonable care in Sections 9.6(a) and 9.6(b)the custody of Collateral in its possession, the Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The Collateral Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and the Collateral Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. In this connection, the Collateral Agent and any co-Collateral Agents, sub-Collateral Agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 21(e) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Second Lien Representative, shall be entitled to the benefits of all provisions of this Section are solely for the benefit 21 and Section 14 of the Indenture and the equivalent provision of any Additional Second Lien Documents (as though such co-Collateral Agents, sub-Collateral Agents and attorneys-in-fact were the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights “Collateral Agent” named therein) as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” if set forth in full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Working Capital Lenders, by accepting Issuing Banks and Swing Line Lenders hereby appoints, designates and authorizes The Bank of Nova Scotia as its Working Capital Facility Agent under and for purposes of each Finance Document to which the benefits of this Agreement Working Capital Facility Agent is a party, and in its capacity as the other Credit DocumentsWorking Capital Facility Agent, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as Senior Creditor Group Representative and the Administrative Designated Voting Party (as defined in the Intercreditor Agreement) for the Working Capital Lenders, the Issuing Banks and the Swing Line Lenders. The Bank of Nova Scotia hereby accepts this appointment and agrees to act as the Working Capital Facility Agent hereunder for the Working Capital Lenders, the Issuing Banks and under the other Credit Documents Swing Line Lenders in accordance with the terms of this Agreement. Each of the Working Capital Lenders, Issuing Banks and the Swing Line Lenders hereby appoints and authorizes the Administrative Working Capital Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement on behalf of each Working Capital Lender, Issuing Bank and Swing Line Lender, in its name, place and stead, to bind it to the representations, warranties, terms and conditions contained therein and to act on behalf of such Working Capital Lender, Issuing Banks or Swing Line Lender under each Finance Document to which it is a party and in the absence of other written instructions from the Required Working Capital Lenders received from time to time by the Working Capital Facility Agent (including through its agents with respect to which the Working Capital Facility Agent agrees that it will comply, except as otherwise provided in this Section 10.01 (Appointment and Authority) or employees) as otherwise advised by counsel, and subject in all cases to take such actions on its behalf and the terms of the Intercreditor Agreement), to exercise such powers hereunder and perform such duties thereunder as are specifically delegated to or required of the Administrative Working Capital Facility Agent by the terms hereof or and thereof, together with such actions and powers as are may be reasonably incidental thereto. Each of Where the Lenders, by accepting the benefits of Working Capital Facility Agent is required or permitted to act under this Agreement and or under any other Finance Document, the other Credit DocumentsWorking Capital Facility Agent shall, hereby irrevocably appoints notwithstanding anything herein or therein to the contrary, (i) Macquarie Capital Funding LLC be entitled to act on request instruction or direction in respect of any such rights, powers and discretions or clarification of any written instruction received by it, as to whether, and in what manner, it should exercise or refrain from exercising its behalf as the Collateral Agent hereunder rights, powers and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto discretions and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by unless the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents agreement unambiguously mandate the action, may refrain from acting (and will incur no liability in refraining to act) until that direction, instruction or clarification is received by it from the Lenders, and neither Holdings, any Borrower relevant parties or any from a court of competent jurisdiction. Without limiting the generality of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that foregoing sentence, the use of the term “agent” herein or in any other Credit Documents (or any other similar term) this Agreement with reference to an the Working Capital Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawGovernment Rule. Instead 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. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuers hereby irrevocably appoints Macquarie Capital Funding LLC DBNY to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth provided in Sections 9.6(a) Section 10.05 and 9.6(b)10.06, the provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersL/C Issuers, and neither Holdings, the Borrowers nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (in any other Credit Documents (or any other similar term) with reference to an 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 its capacities as a matter of market customLender, potential Swap Contract providers and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer 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 Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Collateral Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), 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. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes a Lender hereunder after the Closing Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent and in this Article X (including in connection with any indemnification or exculpation provided herein for the Collateral benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent thereunder and with respect theretoacting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. (i) Each of the Revolving Lenders, by accepting each Revolving Issuer, each of the benefits of this Agreement LC Lenders, each LC Facility Issuer and the other Credit Documents, each Cash Secured LC Issuer hereby irrevocably appoints Macquarie Capital Funding LLC CA CIB to act on its behalf as the Revolving and LC Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Revolving and LC Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Revolving and LC Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, (ii) each of the Lenders, the Issuers and the other Secured Parties irrevocably authorizes and directs each Administrative Agent to enter into the Collateral Agency and Intercreditor Agreement pursuant to which each Administrative Agent, on behalf of the Secured Parties, will irrevocably appoint CA CIB to act on its behalf as the Collateral Agent hereunder and under the Collateral Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (iii) each of the Term Lenders hereby irrevocably appoints Barclays to act on its behalf as the Term Loan Administrative Agent hereunder and under the other Loan Documents and authorizes the Term Loan Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Term Loan Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article X are solely for the benefit of each Administrative Agent, the Agents Collateral Agent, the Lenders and the LendersIssuers, and neither Holdingsthe Parent, the Borrowers nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (provisions or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each Lender appoints and designates: (i) Bank of America as Agent hereunder; (ii) Bank of America as a Collateral Agent hereunder; and (iii) GE Capital as a Collateral Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Agent, Collateral Agents or Required Lenders in accordance with the provisions of the LendersLoan Documents, by accepting the benefits of this Agreement and the other Credit Documentsexercise by Agent, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents Collateral Agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof Required Lenders of any rights or thereofremedies set forth therein, together with such actions and all other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Each Without limiting the generality of the Lendersforegoing, by accepting Agent shall have the benefits of this Agreement sole and the other Credit Documents, hereby irrevocably appoints exclusive authority to (ia) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder disbursing and under collecting agent for Lenders with respect to all payments and collections arising in connection with the other Credit Documents and authorizes Macquarie Capital Funding LLC Loan Documents; (in its capacity as a Collateral Agentb) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver as Agent each Loan Document, including the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such actionagreement, and to exercise accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the powersLoan Documents (including without limitation as the named secured party on behalf of the Secured Parties in control agreements, rights mortgages and remedies granted financing statements, amendments, terminations and continuations filed pursuant to the Administrative UCC), and for all other purposes expressly stated therein; (d) manage, supervise or otherwise deal with Collateral; provided that Agent shall manage, supervise or otherwise deal with ABL Collateral at the direction of both Collateral Agents (and in the event that the Collateral Agents shall not agree on any action relating to any ABL Collateral that shall require the direction or approval of both Collateral Agents, the determination shall be made by the Collateral Agent thereunder asserting the more conservative credit judgment on behalf of the Secured Parties); and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent and Collateral Agents shall be ministerial and administrative in nature, and Agent and Collateral Agents shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. The Collateral Agents alone shall be authorized to determine whether to impose or release any Availability Reserve in the exercise of their Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Collateral Agents from liability to any Lender or other Person for any error in judgment.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, at the request of the Borrowers, to execute and (ii) Cortland Capital Market Services LLC deliver the Second Lien Intercreditor Agreement, if applicable, in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to act on its behalf as for the Collateral Agent First Lien Secured Parties under the Foreign Collateral Documents such agreement and authorizes Cortland Capital Market Services LLC (in its capacity as a the Controlling Collateral Agent) , in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Designated Senior Representative by the terms thereofof the Second Lien Intercreditor Agreement, if in effect, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the Second Lien Intercreditor Agreement, if in effect, at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Initial Additional First Lien Document and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, each Issuing Bank hereby irrevocably appoints Macquarie Capital Funding First Eagle Alternative Credit, LLC (as successor by merger to First Eagle Private Credit, LLC (f/k/a NewStar Financial, Inc.)) to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) such Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms hereof or thereof, together with such actions and perform powers as are reasonably incidental thereto, including executing the Loan Documents (other than this Agreement) on behalf of the Lenders and the Issuing Bank; provided, that, except as expressly set forth herein, such duties Agents may not execute any amendments to the Loan Documents, without the written consent of the Required Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances as provided in Section 10.02). Each of the Revolving Lenders and each Issuing Bank hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Revolving Administrative Agent hereunder and under the other Loan Documents and, in each case, authorizes the Revolving Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Revolving Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each , including executing the Loan Documents (other than this Agreement) on behalf of the Lenders, by accepting the benefits of this Agreement Revolving Lenders and the other Credit DocumentsIssuing Bank; provided, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereofthat, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except except as expressly set forth herein, the Revolving Administrative Agent may not execute any amendments to the Loan Documents, without the written consent of the Required Revolving Lenders (or such other number or percentage of Lenders as shall be necessary under the circumstances as provided in Sections 9.6(a) and 9.6(bSection 10.02). The Agents agree, upon the written request of the Required Lenders (or, the Required Revolving Lenders, in the case of the Revolving Administrative Agent), the provisions of this Section are solely for the benefit to take any action of the Agents and the Lenders, and neither Holdings, any Borrower type specified in this Agreement or any of the Restricted Subsidiaries other Loan Documents as being within the Agents’ rights, duties, powers or discretion. Notwithstanding the foregoing, an Agent shall be fully justified in failing or refusing to take any action requested by the Lenders or the Issuing Bank hereunder, unless it shall first be indemnified to its satisfaction by the Lenders and the Issuing Bank pro rata against any and all liabilities, losses, costs and expenses (including, without limitation, attorneys’ fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action, other than any liability which may arise out of Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with written instructions signed by the Required Lenders (or, the Required Revolving Lenders, in the case of the Revolving Administrative Agent), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and the Issuing Bank. In the absence of a request by the Required Lenders (or, the Required Revolving Lenders, in the case of the Revolving Administrative Agent), each Agent shall have rights as a third-party beneficiary authority, in its reasonable discretion exercised in good faith, to take or not to take any action on behalf of the Lenders and the Issuing Bank, unless this Agreement or any of such provisions. It is understood and agreed that the use other Loan Documents specifically requires the consent of the term “agent” herein Required Lenders, Required Revolving Lenders or in any other Credit Documents (or any other similar term) with reference to an 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 all of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesthe Lenders and/or the Issuing Bank. Each Lender irrevocably authorizes and the Issuing Bank hereby releases the Administrative Agent, the Revolving Administrative Agent and the Collateral Agent from any restrictions imposed by section 181 of the German Civil Code (Burgerliches Gesetzbuch) and similar restrictions applicable to execute and deliver the Intercreditor Agreement and it pursuant to any other applicable intercreditor or subordination agreement and to take such actionlaw, and to exercise the powersin each case, rights and remedies granted to the fullest extent legally possible to that Lender or the Issuing Bank so that the Administrative Agent, the Revolving Administrative Agent and the Collateral Agent thereunder can make use of any authorization granted under this Agreement or any other Loan Document and perform its duties and obligations and exercise its rights granted thereunder. A Lender or Issuing Bank which is barred by its constitutional documents or by law from granting such release shall notify the Administrative Agent, the Revolving Administrative Agent and the Collateral Agent accordingly without undue delay and, upon reasonable request of the Collateral Agent, either act in accordance with respect theretothe terms of the Loan Document as required pursuant to the Loan Documents or grant a special power of attorney to a party acting on its behalf, in a manner that is not prohibited pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law).

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Term Lenders hereby irrevocably appoints Macquarie Capital Funding LLC CSMSSF to act on its behalf as the Term Facilities Administrative Agent and each of the Revolving Lenders and the L/C Issuers hereby irrevocable appoints MSSF to act on its behalf as the Revolving Facility Administrative Agent, in each case hereunder and under the other Credit Loan Documents and authorizes the Applicable Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the such Applicable Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth provided in Sections 9.6(a) Section 10.05 and 9.6(b)10.06, the provisions of this Section Article are solely for the benefit of the Agents Administrative Agents, the Lenders and the LendersL/C Issuers, and neither Holdings, the Borrowers nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative AgentCS shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (in any other Credit Documents (or any other similar term) with reference to an 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 its capacities as a matter of market customLender, potential Swap Contract providers and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer 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 Administrative AgentCS, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Collateral Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), 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. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes 276 a Lender hereunder after the Restatement Effective Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent and in this Article X (including in connection with any indemnification or exculpation provided herein for the Collateral benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent thereunder and with respect theretoacting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. (a) Each of the LendersAuthorized Representatives, by accepting the benefits for itself and on behalf of this Agreement and the other Credit Documentsits Related Secured Parties, hereby irrevocably appoints Macquarie Capital Funding LLC Xxxxx Fargo Bank, National Association to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under each of the other Credit Pari-Passu Lien Security Documents and the Real Property Collateral Management Agreement, and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the Pari-Passu Lien Obligations, together with such actions and powers as are reasonably incidental thereto (including, for the avoidance of doubt, (i) entering into the Real Property Collateral Management Agreement and (ii) Cortland Capital Market Services LLC establishing and maintaining accounts at such banking institutions necessary or appropriate to act receive and distribute Proceeds in accordance with Section 2.01 and the Pari-Passu Lien Security Documents and the Real Property Collateral Management Agreement). In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Authorized Representatives, for itself and on behalf of its behalf as Related Secured Parties, hereby grants to the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) any required powers of attorney to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) execute any Pari-Passu Lien Security Document governed by the terms thereoflaws of such jurisdiction on such Pari-Passu Lien Secured Party’s behalf. Without limiting the generality of the foregoing, together the Collateral Agent is hereby expressly authorized to execute any and all documents (including releases) with such actions respect to the Shared Collateral, and powers the rights of the Pari-Passu Lien Secured Parties with respect thereto, as are reasonably incidental thereto. Except as expressly set forth contemplated by and in Sections 9.6(a) and 9.6(b), accordance with the provisions of this Section are solely for the benefit of the Agents Agreement and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a thirdPari-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoPassu Lien Security Documents.

Appointment and Authority. (a) Each Lender appoints and designates Bank of America as Administrative Agent hereunder. Each Lender appoints and designates each of Bank of America, General Electric Capital Corporation and Xxxxx Fargo Capital Finance, LLC as a Collateral Agent hereunder. Administrative Agent may, and each Lender authorizes Administrative Agent to, enter into all Credit Documents to which Administrative Agent is intended to be a party and accept all Security Documents, for Administrative Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Administrative Agent or Required Lenders in accordance with the provisions of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as and the exercise by Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof Required Lenders of any rights or thereofremedies set forth therein, together with such actions and all other powers as are reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Each Without limiting the generality of the Lendersforegoing, Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections with respect to the U.S. Obligors arising in connection with the Obligations under the Credit Documents; (b) execute and deliver as Administrative Agent each Credit Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by accepting the benefits of this Agreement and U.S. Obligors securing the other Obligations under the Credit Documents, hereby irrevocably appoints and for all other purposes stated therein (i) Macquarie Capital Funding LLC other than the authority specifically granted to act on its behalf as the Collateral Agent hereunder Agents herein); (d) manage, supervise or otherwise deal with Collateral of U.S. Obligors securing the Obligations; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral of U.S. Obligors securing the Obligations under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof Documents, Applicable Law or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental theretootherwise. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions The duties of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agents shall be ministerial and administrative in nature, and neither Administrative Agent nor any Collateral Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Administrative Agent alone shall be authorized to execute and deliver determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or (subject to the Intercreditor Agreement and following proviso) whether to impose or release any other applicable intercreditor or subordination agreement and to take such actionreserve, and to exercise the powersits Credit Judgment in connection therewith, rights which determinations and remedies granted to the judgments, if exercised in good faith, shall exonerate Administrative Agent and from liability to any Lender or other Person for any error in judgment; provided, that notwithstanding the foregoing, the Collateral Agent thereunder Agents shall be authorized to determine whether to impose or release certain reserves (as set forth in this Agreement), and with respect theretoto exercise their Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Collateral Agents from liability to any Lender or other Person for any error in judgment.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, at the request of the Borrower, to, if applicable, execute and deliver the Second Lien Intercreditor Agreement in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (iithe “Senior Collateral Agent”) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a the Controlling Collateral Agent) , in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Designated Senior Representative by the terms thereofof the Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Senior Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Other Intercreditor Agreements at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and the equivalent provisions of the Credit Agreement, the Indenture and the Notes Security Agreement and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Controlling Collateral Agent pursuant to this Article IV, with such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Pari Passu Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereofJPMorgan Chase Bank, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other Credit Pari Passu Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Borrower or any other Grantor to secure any of the Pari Passu Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the Pari Passu Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Borrower, to execute and deliver the Junior Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent”, or the equivalent agent, however referred to for the Pari Passu Secured Parties under such agreement (iithe “Senior Collateral Agent”) Cortland Capital Market Services LLC to act on its behalf as and authorizes the Collateral Agent under Agent, in accordance with the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a to, or otherwise given to, the Senior Collateral Agent) Agent by the terms thereofof the Junior Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Pari Passu Security Documents, or for exercising any rights and remedies thereunder or under the Junior Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VII of the Credit Agreement and the equivalent provision of any Additional Pari Passu Agreement (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall 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 other Credit Loan Documents (or any other similar term) with reference to an the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. 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. Each Lender The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XIII for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Security Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the Administrative Agent benefits of all provisions of Articles XIII and XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Applicable Authorized Representative by the terms hereof or thereofthe First Lien Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties recognizes that the Applicable Authorized Representative, at the request of the Borrower, has entered into (i) any First Lien/Second Lien Intercreditor Agreement in such capacity as “First Lien Agent” and all such references therein to the First Lien Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder, and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (ABL Intercreditor Agreement in its such capacity as a Collateral “First Lien Term Loan Agent) ” and all such references therein to the First Lien Term Loan Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder. Each of the First Lien Secured Parties authorizes the Applicable Authorized Representative, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the First Lien Agent by the terms thereofof any First Lien/Second Lien Intercreditor Agreement, the First Lien Term Loan Agent by the terms of the ABL Intercreditor Agreement or by the equivalent capacity in any other intercreditor agreement with respect to any Shared Collateral, together with such actions powers and powers discretion as are reasonably incidental thereto. Except With respect to any provision in any First Lien/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral that gives First Lien Secured Parties authority and discretion thereunder, the First Lien Secured Parties hereby irrevocably authorize the Applicable Authorized Representative to exercise such authority and discretion on their behalf in accordance with the terms of this Agreement. In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder, or under any First Lien/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Section 8 of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Applicable Authorized Representative” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the LendersSpecified Mexico Collateral Claimholders, by accepting the benefits of this Agreement and the other Credit Documentsits acceptance hereof, hereby irrevocably designates and appoints Macquarie Cortland Capital Funding Market Services LLC to act on its behalf as the Administrative Specified Mexico Collateral Agent hereunder with respect to the Specified Mexico Collateral and for purposes of creating a Lien therein and perfection under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise laws of Mexico, with such powers and perform such duties as are specifically delegated to the Administrative Specified Mexico Collateral Agent by the terms hereof or thereofof this Agreement, together with such actions and powers as are reasonably incidental thereto. Each The Specified Mexico Collateral Agent shall not have a fiduciary relationship in respect of the Lenders, any Claimholder by accepting the benefits reason of this Agreement or the exercise of any powers delegated to the Specified Mexico Collateral Agent hereunder or under the Specified Mexico Collateral Documents. In addition, for Mexican law purposes, each Specified Mexico Collateral Claimholders hereby grants to the Specified Mexico Collateral Agent a comisión mercantil con representación in accordance with Articles 273, 274 and any other applicable Articles of the other Credit Documents, hereby irrevocably appoints Commerce Code of Mexico (iCódigo de Comercio) Macquarie Capital Funding LLC to act on its behalf as its agent in connection with the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Specified Mexico Collateral Documents and this Agreement, and authorizes Cortland Capital Market Services LLC (in its capacity as a the Specified Mexico Collateral Agent) Agent to take such actions on its behalf enter into the Specified Mexico Collateral Documents and to exercise hold the Specified Mexico Collateral granted to it under such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions documents acting on behalf of itself and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or Specified Mexico Collateral Claimholders under this Agreement to secure any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisionsSpecified Mexico Collateral Obligations. It is understood and agreed that Furthermore, the use ABL Agent, on behalf of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an 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 customABL Claimholders, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably the DIP Term Agent, on behalf of the DIP Term Claimholders, by executing this Agreement hereby authorizes the Administrative Agent and the Specified Mexico Collateral Agent to execute and deliver delegate the Intercreditor Agreement above mentioned comisión mercantil con representación pursuant to Article 280 and any other applicable intercreditor or subordination agreement and to take such action, and to exercise Articles of the powers, rights and remedies granted Commerce Code of Mexico (Código de Comercio) to the Administrative Agent extent permitted by and under the Collateral Agent thereunder and with respect theretoterms provided under this Agreement.

Appointment and Authority. Each of (a) Xxxxxxx Xxxxx, BMO Capital Markets Corp. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated are hereby appointed as Arrangers hereunder, and Xxxxxxx Sachs is hereby appointed as Syndication Agent, and each Lender hereby authorizes Xxxxxxx Xxxxx, BMO Capital Markets Corp. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to act as Arrangers, and Xxxxxxx Sachs to act as Syndication Agent accordance with the Lenders, by accepting the benefits of this Agreement terms hereof and the other Credit Loan Documents, . Xxxxxxx Xxxxx is hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the appointed Administrative Agent hereunder and under the other Credit Loan Documents and each Lender hereby authorizes the Xxxxxxx Sachs to act as Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by in accordance with the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Loan Documents, . Each Agent hereby irrevocably appoints (i) Macquarie Capital Funding LLC agrees to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf upon the express conditions contained herein and to exercise such powers the other Loan Documents, as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental theretoapplicable. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section 13 are solely for the benefit of the Agents and the Lenders, Lenders and neither Holdings, any Borrower or any of the Restricted Subsidiaries no Obligor shall have any rights as a third-third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Joint Syndication Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither Xxxxxxx Xxxxx nor Bank of Montreal, in their respective capacities as Joint Syndication Agents or Joint Bookrunners shall have any obligations but shall be entitled to all benefits of this Section 13. Each Joint Syndication Agent and Joint Bookrunner may resign from such provisionsrole at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower. It is understood and agreed that the use of the term “"agent” " herein or in any other Credit Loan Documents (or any other similar term) with reference to an 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In addition to the foregoing, each Secured Party hereby irrevocably authorizes Administrative Agent, at Administrative Agent's option and discretion, to enter into, or amend, the Intercreditor Agreement (or similar agreements with the same or similar purpose) and any other subordination or intercreditor agreement to effect the subordination of Liens securing Obligations under the Loan Documents contemplated by Sections 10.2.1(g) and 10.2.1(n) as agent for and on its behalf in accordance with the terms specified in this Agreement. Any such Intercreditor Agreement or subordination or intercreditor agreement entered into by Administrative Agent on behalf of the Secured Parties shall be binding upon each Secured Party. Each Lender irrevocably (and each Person that becomes a Lender hereunder pursuant to Section 14.3) and each other Secured Party hereby authorizes the and directs Administrative Agent and the Collateral Agent to execute and deliver enter into the Intercreditor Agreement and any other applicable such subordination and intercreditor or subordination agreement on behalf of such Secured Party and to agrees that Administrative Agent may take such action, actions on its behalf as is contemplated by the terms of the Intercreditor Agreement and to exercise any such subordination or intercreditor agreement. Administrative Agent shall notify the powers, rights Secured Parties of the effectiveness of the Intercreditor Agreement and remedies granted any such subordination or intercreditor agreement when executed and shall provide a copy of the executed Intercreditor Agreement and any such subordination or intercreditor agreement to the Administrative Agent Secured Parties as and the Collateral Agent thereunder and with respect theretowhen effective.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints Macquarie Capital Funding LLC GE Capital, to act on its behalf as the US Administrative Agent and as US Collateral Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative such Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints (i) Macquarie Capital Funding LLC GE Canada, to act on its behalf as the a Canadian Collateral Agent hereunder and under the other Credit Loan Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) such Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto thereto. Without limiting the generality of the foregoing, each Lender hereby authorizes each of GE Capital and (ii) Cortland Capital Market Services LLC GE Canada to consent, on behalf of each Lender, to an Interim Order substantially in the form attached as Exhibit J hereto and a Final Order to be negotiated between the Debtors, the Administrative Agents and the Committee. Each of the Lenders and the Issuing Bank hereby irrevocably appoints The Bank of New York, to act on its behalf as the Senior Note Collateral Agent hereunder and under the Foreign Collateral other Loan Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) such Agent to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agents, the Collateral Agents, the Lenders and the LendersIssuing Bank, and neither Holdings, Borrowers nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Applicable Authorized Representative by the terms hereof or thereofhereof, together with such actions powers and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers discretion as are reasonably incidental thereto. Except In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder, shall be entitled to the benefits of all provisions of this Article IV and Section 9 of the Credit Agreement and the equivalent provision of the Indenture and the Notes Security Agreements and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Authorized Representative to facilitate and effect actions taken or intended to be taken by the Applicable Authorized Representative pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Authorized Representative to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative for such purposes.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Purchasers hereby irrevocably appoints Macquarie Capital Funding LLC Lockheed Xxxxxx to act on its behalf as the Administrative Agent Authorized Representative hereunder and under the other Credit Note Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Authorized Representative by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the agent of such Purchaser for purposes of acquiring, holding and enforcing (or to direct the Collateral Agent under pursuant to the Foreign Collateral Documents Agency and authorizes Cortland Capital Market Services LLC (in its capacity as a Intercreditor Agreement to acquire, hold and enforce) any and all Liens on Collateral Agent) granted by any of the Note Parties to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by secure any of the terms thereofObligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Authorized Representative and the LendersPurchasers, and neither Holdings, the Issuer nor any Borrower or any of the Restricted Subsidiaries other Note Party shall 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 other Credit Note Documents (or any other similar term) with reference to an Agent the Authorized Representative is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Authorized Representative (including the Collateral Agent) pursuant to Section 11.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Authorized Representative, shall be entitled to the benefits of all provisions of this Article XI and Article XII, as though such co-agents, sub-agents and attorneys-in-fact were the “authorized representative” under the Note Documents as if set forth in full herein with respect thereto. Each Lender irrevocably Purchaser hereby acknowledges that it has received and reviewed the Collateral Documents, the Collateral Agency and Intercreditor Agreement and the First Lien Intercreditor Agreement and agrees to be bound by the terms thereof. Each Purchaser agrees to enter into the Collateral Agency and Intercreditor Agreement and the First Lien Intercreditor Agreement (and each Person that becomes a Purchaser under this Agreement after the Closing Date agrees to become a party to the Collateral Agency and Intercreditor Agreement and the First Lien Intercreditor Agreement, in each case, pursuant to the joinder agreement in the form attached thereto) and hereby authorizes and directs the Administrative Authorized Representative to enter into the Collateral Agency and Intercreditor Agreement and the First Lien Intercreditor Agreement on behalf of such Purchaser and agrees that the Authorized Representative may (i) appoint (x) Lockheed Xxxxxx therein as initial Collateral Agent and (y) U.S. Bank National Association or any replacement Collateral Agent chosen by the Authorized Representative in accordance with Section 7.21 as Collateral Agent, in each case, thereunder and under the Collateral Documents and direct the initial Collateral Agent and the replacement Collateral Agent to enter into the Collateral Documents the Collateral Agency and Intercreditor Agreement and the First Lien Intercreditor Agreement, in each case, on behalf of the Secured Parties and (ii) subject to the Collateral Agency and Intercreditor Agreement and the First Lien Intercreditor Agreement, take (or direct the Collateral Agent to execute take) such other actions on its behalf as is contemplated by the terms of the Collateral Documents. Each Purchaser agrees to take such actions and deliver enter into such agreements, amendments, assignments and other documents, reasonably requested by the Collateral Agent or the Authorized Representative to effect the replacement of the Collateral Agent pursuant to Section 7.21, including any assignment, amendment or amendment and restatement of any of the Collateral Documents, the Collateral Agency and Intercreditor Agreement or the First Lien Intercreditor Agreement. Each of the Purchasers and the Authorized Representative acknowledges and agrees that the rights and remedies of the Purchasers, the Collateral Agent and the Authorized Representative hereunder and under the other Note Documents are subject to the Collateral Agency and Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoFirst Lien Intercreditor Agreement.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereofJPMorgan Chase Bank, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC N.A. to act on its behalf as the Collateral Agent hereunder and under each of the other Credit First Lien Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes JPMorgan Chase Bank, N.A., at the request of the Borrower, to execute and deliver the First Lien/Second Lien Intercreditor Agreement in the capacity as “Senior Collateral Agent”, or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (iithe “Senior Collateral Agent”) Cortland Capital Market Services LLC to act on its behalf as and authorizes the Collateral Agent under Agent, in accordance with the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a to, or otherwise given to, the Senior Collateral Agent) Agent by the terms thereofof the First Lien/Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby irrevocably appoints Macquarie Capital Funding LLC Hayfin Services LLP to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including Agent, through its agents or employees) , to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section 12 (other than Section 12.6 (solely with respect to the removal and consent rights of the Borrower set forth therein) and Section 12.10 (solely with respect to the requirement for execution, filing and other actions with respect to the Collateral Documents and other collateral documentation set forth therein)) are solely for the benefit of the Agents Agent and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries no Credit Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that Without limiting the use generality of the term “agent” herein foregoing, or in of any other Credit provision of the Loan Documents (that provides rights or any other similar term) with reference powers to an Agent, Lenders agree that Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes shall have the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and right to exercise the powersfollowing powers as long as this Agreement remains in effect: (i) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (ii) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (iii) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (iv) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes, (v) perform, exercise, and enforce any and all other rights and remedies granted of the Secured Parties with respect to any Credit Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (vi) incur and pay such Lender Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Administrative Loan Documents. (b) The Agent shall also act as the secured party and “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent thereunder granted by any of the Credit Parties to secure any of the Obligations, together with such powers and with respect thereto.-65-

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints Macquarie Capital Funding LLC Xxxxxxx Xxxxx to act on its behalf as the First Lien Administrative Agent and First Lien Collateral Agent hereunder and under the other Credit First Lien Loan Documents and authorizes the First Lien Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the First Lien Administrative Agent and First Lien Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents First Lien Administrative Agent and the LendersFirst Lien Collateral Agent, the Lenders and the Issuing Bank, and neither Holdings, any the Borrower or any of the Restricted Subsidiaries shall not have rights as a third-third party beneficiary of any of such provisions. It is understood (b) The First Lien Administrative Agent shall also act as the “First Lien Collateral Agent” under the First Lien Loan Documents, and agreed that the use each of the term “agent” herein Lenders and the Issuing Bank hereby irrevocably appoints and authorizes the First Lien Collateral Agent to act as the agent of such Lender and the 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 Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the First Lien Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the First Lien Administrative Agent and First Lien Collateral Agent pursuant to Section 8.05 for purposes of holding or in enforcing any other Credit Documents Lien on the Collateral (or any other similar termportion thereof) with reference to an Agent is not intended to connote granted under the Security Documents, or for exercising any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the First Lien Administrative Agent, shall be entitled to the Administrative Agent benefits of all provisions of this Article VIII and Article IX (including Section 9.03 as though such co-agents, sub- agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the First Lien Loan Documents) as if set forth in full herein with respect thereto.. SECTION 8.02

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints Macquarie Capital Funding LLC JPMorgan Chase Bank, to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints (i) Macquarie Capital Funding LLC JPMorgan Chase Bank, to act on its behalf as the a Collateral Agent hereunder and under the other Credit Loan Documents for the benefit of the Secured Parties with respect to the Mortgaged Property (and all Collateral provided for with respect to the Mortgages) and authorizes Macquarie Capital Funding LLC (in its capacity as a such Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a such Collateral Agent) Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto thereto. Each of the Lenders and (ii) Cortland Capital Market Services LLC the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, to act on its behalf as a Collateral Agent hereunder and under the other Loan Documents for the benefit of the Secured Parties with respect to the Collateral Agent provided for under the Foreign Collateral Documents Security Agreement and any other Security Document (other than the Mortgages) and authorizes Cortland Capital Market Services LLC (in its capacity as a such Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a such Collateral Agent) Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Article (other than Section 9.06 and Section 9.10 which benefit, and may be enforced by, the Loan Parties) are solely for the benefit of the Agents Administrative Agent, the Collateral Agent, the Lenders and the LendersIssuing Bank, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each Senior Representative on behalf of itself and the applicable Holders of Senior Obligations hereby irrevocably designates and appoints Alter Domus as its agent under and for purposes of this Agreement, and irrevocably authorizes and directs the Senior Collateral Agent to (a) execute for the benefit of the LendersSenior Holders the Senior Collateral Documents, (b) execute, deliver and perform the obligations, if any, of the Senior Collateral Agent under the Senior Collateral Documents and under this Agreement, (c) take such action as it is directed to take by accepting the benefits Controlling Holders pursuant to the provisions of this Agreement and the other Credit Senior Collateral Documents, hereby irrevocably appoints Macquarie Capital Funding LLC (d) subject to act on its behalf as the Administrative Agent hereunder instructions of the Controlling Holders, sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, Exercise Any Secured Creditor Remedies or otherwise exercise or enforce the rights and remedies of a secured party with respect to the Common Collateral under the other Credit Senior Collateral Documents and authorizes the Administrative Agent its other interests, rights powers and remedies, and (including through its agents or employeese) to take such actions on its behalf and to exercise such powers and perform such duties as are expressly delegated to it as Senior Collateral Agent under this Agreement and the Administrative Agent by the terms hereof or thereof, Senior Collateral Documents together with such actions and other powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on Xxxxx Xxxxx xxxxxx accepts its behalf appointment as the Senior Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Senior Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisionsDocuments. It is understood and agreed that the use of the term “agent” herein or in any other Credit Senior Documents (or any other similar term) with reference to an the Senior Collateral Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine obligations. For the avoidance of any applicable law. Instead doubt, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between the contracting parties. Each Lender irrevocably authorizes Notwithstanding any provision to the Administrative Agent and contrary elsewhere in this Agreement, the Senior Collateral Agent shall have no duties or responsibilities, except those expressly set forth in the Senior Collateral Documents to execute which the Senior Collateral Agent is party and deliver herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Intercreditor Senior Collateral Documents, this Agreement and or any other applicable intercreditor Senior Documents or subordination agreement and to take such action, and to exercise otherwise against the powers, rights and remedies granted to the Administrative Agent and the Senior Collateral Agent thereunder and with respect theretoAgent.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lenders hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement Except for Section 11.6 and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b)11.9, the provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the Issuing Lenders, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacity as a matter potential Hedge Bank or Cash Management Bank) and each of market custom, the Issuing Lenders hereby irrevocably appoints and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XI for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Security Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the Administrative Agent benefits of all provisions of this Article XI and XII (including Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. Each of the LendersLenders hereby irrevocably designates and appoints Wachovia as Administrative Agent and Security Trustee of such Lender under this Agreement and the other Loan Documents and as Security Trustee under the applicable Foreign Security Documents, by accepting for the benefits term hereof and each such Lender irrevocably authorizes Wachovia, as Administrative Agent and Security Trustee for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers trusts (in the case of the Security Trustee and the Foreign Security Documents, as applicable) and powers, and perform such duties as are expressly delegated to the Administrative Agent such Agents by the terms hereof or thereofof this Agreement and such other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. Each Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Agents shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship (save, in the case of the LendersSecurity Trustee, by accepting to the benefits extent of its limited role as trustee as required under the Foreign Security Documents) with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement and or the other Credit DocumentsLoan Documents or otherwise exist against the Agents. Any reference to any Agent in this Article XIII shall be deemed to refer to such Agent solely in its capacity as Administrative Agent or Security Trustee, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder applicable, and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (not in its capacity as a Collateral AgentLender. Without prejudice to the foregoing, each of the Secured Parties hereby irrevocably designates and appoints the Administrative Agent as the person holding the power of attorney (fonde de pouvoir) of the Secured Parties as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on their behalf, and for their benefit, any deed of hypothec ("Deed of Hypothec") to take such actions on its behalf be executed by any of the Credit Parties granting a Lien pursuant to the Applicable Law of the Province of Quebec and to exercise such powers and duties which are conferred thereupon under such deed. Each of the Secured Parties hereby additionally irrevocably designates and appoints the Administrative Agent as are delegated agent, custodian and depository for and on behalf of the Secured Parties (i) to Macquarie Capital Funding LLC hold and to be the sole registered holder of any bond (in its capacity as a Collateral Agent"Bond") by issued under the terms hereof Deed of Hypothec, the whole notwithstanding Section 32 of the Act respecting the Special Powers of Legal Persons (Quebec) or thereofany other Applicable Law, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act enter into, to take and to hold on its their behalf, and for their benefit, a bond pledge agreement ("Pledge") to be executed by such Credit Party pursuant to the Applicable Law of the Province of Quebec and creating a Lien on the Bond as security for the 143 payment and performance of, inter alia, the Secured Obligations. In this respect, (a) the Administrative Agent as agent, custodian and depository for and on behalf as of the Collateral Agent Secured Parties, shall keep a record indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by the Pledge owing to each of the Secured Parties for and on behalf of whom the Bond is so held from time to time, and (b) each of the Secured Parties will be entitled to the benefits of any property or assets charged under the Foreign Collateral Documents Deed of Hypothec and authorizes Cortland Capital Market Services LLC the Pledge and will participate in the proceeds of realization of any such property or assets. The Administrative Agent, in such aforesaid capacities shall (in its capacity x) have the sole and exclusive right and authority to exercise, except as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) may be otherwise specifically restricted by the terms thereofhereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, all rights and remedies granted given to the Administrative Agent and the Collateral Agent thereunder and with respect theretoto the property or assets charged under the Deed of Hypothec and Pledge, any other Applicable Law or otherwise, and (y) 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 Secured Parties and/or the Credit Parties.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Senior Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the Senior Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the Senior Lien Secured Parties recognizes that the Applicable Authorized Representative, at the request of the Borrower, has entered into (i) the ABL Intercreditor Agreement in such capacity as “Senior Lien Term Loan Agent” and all such references therein to the Senior Lien Term Loan Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder and [(ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (Senior/Junior Intercreditor Agreement in its such capacity as a Collateral “Senior Lien Agent) ” and all such references therein to the Senior Lien Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder]2. Each of the Senior Lien Secured Parties authorizes the Applicable Authorized Representative, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Senior Lien Term Loan Agent by the ABL Intercreditor Agreement, the Senior Lien Agent by the terms thereofof any Senior/Junior Intercreditor Agreement or by the equivalent capacity in any other intercreditor agreement with respect to any Shared Collateral, together with such actions powers and powers discretion as are reasonably incidental thereto. Except With respect to any provision in the ABL Intercreditor Agreement, any Senior/Junior Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral that gives Senior Lien Secured Parties authority and discretion thereunder, the Senior Lien Secured Parties hereby irrevocably authorize the Applicable Authorized Representative to exercise such authority and discretion on their behalf in accordance with the terms of this Agreement. In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Senior Lien Security Documents, or for exercising any rights and remedies thereunder or under the ABL 2 NTD: Text to be included if Senior/Junior ICA is effective at time of execution of this agreement. Intercreditor Agreement or any Senior/Junior Intercreditor Agreement, any other intercreditor agreement with respect to any Shared Collateral at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Section 8 of the Credit Agreement and the equivalent provision of any Additional Senior Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Applicable Authorized Representative” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, LC Issuers hereby irrevocably appoints Macquarie Capital Funding LLC Whitney Bank to enter into each of the Loan Documents to which it is a party (other than this Agreement) on its behalf and to act on its behalf as the Administrative Agent hereunder under this Agreement and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of Agent, the Agents Lenders and the LendersLC Issuers, and neither Holdings, Borrower nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-party beneficiary of any of such provisions. Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the LC Issuers hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and such LC Issuers for purposes of acquiring, holding, perfecting and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub­ agents and attorneys-in-fact appointed by Agent pursuant to this Article XII for purposes of holding, perfecting or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Agent, shall be entitled to the benefits of all provisions of Articles XII and XIII (including Section 13.3, 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. Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for the Loans unless instructed to do so by Agent, it being understood and agreed that such rights and remedies may be exercised only by Agent. It is understood and agreed that the use of the term “agent” herein or in any other Credit Loan Documents (or any other similar term) with reference to an 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, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Section 10.1 Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints Macquarie Capital Funding LLC to Regions Bank to(a) act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints (iRegions Bank to(b) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions action on its behalf and to exercise such powers and perform such duties as are expressly delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) it by the terms hereof of this Agreement or thereofany Collateral Document, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as Notwithstanding any provision to the contrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Collateral Document or otherwise exist against the Collateral Agent. The Collateral Agent shall act on behalf of the Secured Parties with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in Sections 9.6(aconnection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) and 9.6(b), as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent. The provisions of this Section are solely for the benefit of the Agents Administrative Agent, the(c) Collateral Agent, the Lenders and the LendersIssuing Bank, and neither Holdings, any Borrower or no Credit Party nor any of the Restricted its Subsidiaries shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an 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 lawApplicable 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. Rights as a Lender. Each Person serving as an Agent hereunder shall have theSection 10.2 same rights and powers in its capacity as a Lender irrevocably authorizes as any other Lender and may exercise the Administrative same as though it were not an Agent and the Collateral term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as an Agent to execute hereunder in its individual capacity. Such Person and deliver its Affiliates may accept deposits from, lend money to, own securities of, act as the Intercreditor Agreement and financial advisor or in any other applicable intercreditor advisory capacity for and generally engage in any kind of business with the Borrower or subordination agreement any Subsidiary of the Borrower or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to take such action, and to exercise the powers, rights and remedies granted account therefor to the Administrative Agent and the Collateral Agent thereunder and with respect theretoLenders. Exculpatory Provisions.Section 10.3

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints Macquarie Capital Funding LLC UBS AG, Stamford Branch, to act on its behalf as the US Administrative Agent and as US Collateral Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative such Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints (i) Macquarie Capital Funding LLC UBS AG Canada Branch, to act on its behalf as the a Canadian Collateral Agent hereunder and under the other Credit Loan Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) such Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto thereto. Each of the Lenders and (ii) Cortland Capital Market Services LLC the Issuing Bank hereby irrevocably appoints The Bank of New York, to act on its behalf as the Senior Note Collateral Agent hereunder and under the Foreign Collateral other Loan Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) such Agent to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except Each of the Lenders and the Issuing Bank hereby irrevocably appoints Wachovia Bank, National Association to act on its behalf as expressly set forth in Sections 9.6(aa US Collateral Agent hereunder and under the other Loan Documents and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, 133 together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints Wachovia Capital Finance Corporation (Canada) to act on its behalf as Canadian Administrative Agent and 9.6(b)as a Canadian Collateral Agent hereunder and under the other Loan Documents and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, the together with such actions and powers as are reasonably incidental thereto. The provisions of this Section Article are solely for the benefit of the Agents Administrative Agents, the Collateral Agents, the Lenders and the LendersIssuing Bank, and neither Holdings, Borrowers nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuer hereby irrevocably appoints Macquarie Capital Funding LLC Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersL/C Issuer, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (in any other Credit Documents (or any other similar term) with reference to an 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 its capacities as a matter of market customLender, Swing Line Lender (if applicable), potential Swap Bank and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender potential Treasury Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender (in its capacities as a Lender, Swing Line Lender (if applicable), potential Swap Bank and potential Treasury Management Bank) and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any of the Loan Parties to execute secure any of the Obligations, together with such powers and deliver discretion as are reasonably incidental thereto. In this connection, the Intercreditor Agreement Administrative Agent, as “collateral agent” and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints Macquarie Capital Funding LLC UBS AG, Stamford Branch, to act on its behalf as the US Administrative Agent and as US Collateral Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative such Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints (i) Macquarie Capital Funding LLC UBS AG Canada Branch, to act on its behalf as the a Canadian Collateral Agent hereunder and under the other Credit Loan Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) such Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto thereto. Each of the Lenders and (ii) Cortland Capital Market Services LLC the Issuing Bank hereby irrevocably appoints The Bank of New York, to act on its behalf as the Senior Note Collateral Agent hereunder and under the Foreign Collateral other Loan Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) such Agent to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except Each of the Lenders and the Issuing Bank hereby irrevocably appoints Wachovia Bank, National Association to act on its behalf as expressly set forth in Sections 9.6(aa US Collateral Agent hereunder and under the other Loan Documents and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Bank hereby irrevocably appoints Wachovia Capital Finance Corporation (Canada) to act on its behalf as Canadian Administrative Agent and 9.6(b)as a Canadian Collateral Agent hereunder and under the other Loan Documents and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, the together with such actions and powers as are reasonably incidental thereto. The provisions of this Section Article are solely for the benefit of the Agents Administrative Agents, the Collateral Agents, the Lenders and the LendersIssuing Bank, and neither Holdings, Borrowers nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each Lender appoints and designates Cortland as Agent under all Loan Documents. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents. Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, by accepting Agent shall have the benefits of this sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver, as Agent, each Loan Document, including the Intercreditor Agreement and any other intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the other Credit Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise. In addition to the foregoing, each Lender hereby irrevocably appoints Macquarie Capital Funding LLC authorizes Agent, at Agent’s option and discretion, to act enter into, or amend, the Intercreditor Agreement (or similar agreements with the same or similar purpose) and any other subordination or intercreditor agreement to effect the subordination of Liens securing Obligations under the Loan Documents contemplated by Sections 10.2.1(i) and 10.2.1(j) as agent for and on its behalf as in accordance with the Administrative terms specified in this Agreement. Any such Intercreditor Agreement or subordination or intercreditor agreement entered into by Agent on behalf of the Secured Parties shall be binding upon each Secured Party. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 14.3) hereby authorizes and under directs Agent to enter into the other Credit Documents Intercreditor Agreement and authorizes the Administrative any such subordination and intercreditor agreement on behalf of such Lender and agrees that Agent (including through its agents or employees) to may take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent is contemplated by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable such subordination or intercreditor agreement. Agent shall notify the Lenders of the effectiveness of the Intercreditor Agreement and any such subordination or intercreditor agreement when executed and shall provide a copy of the executed Intercreditor Agreement and any such subordination or intercreditor agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent Lenders as and the Collateral Agent thereunder and with respect theretowhen effective.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably designates and appoints Macquarie Capital Funding LLC Wxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article XI are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Bank, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar termits capacity as counterparty to a Specified Hedging Agreement) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender the Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XI for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Article XI and Article XII (including Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and under the Loan Documents) as if set forth in full herein with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, none of the Arranger, Co-Syndication Agents or Documentation Agent listed on the cover page hereof shall have any powers, duties, or responsibilities under this Agreement or any of the other Loan Documents except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, the Swingline Lender, the Issuing Bank or a Lender hereunder.

Appointment and Authority. (a) Each of the Working Capital Lenders, by accepting Issuing Banks and Swing Line Lender hereby appoints, designates and authorizes The Bank of Nova Scotia as its Working Capital Facility Agent under and for purposes of each Finance Document to which the benefits of this Agreement Working Capital Facility Agent is a party, and in its capacity as the other Credit DocumentsWorking Capital Facility Agent, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as Senior Creditor Group Representative and the Administrative Designated Voting Party (as defined in the Intercreditor Agreement) for the Working Capital Lenders, the Issuing Banks and the Swing Line Lender. The Bank of Nova Scotia hereby accepts this appointment and agrees to act as the Working Capital Facility Agent hereunder for the Working Capital Lenders, the Issuing Banks and under the other Credit Documents Swing Line Lender in accordance with the terms of this Agreement. Each of the Working Capital Lenders, Issuing Banks and Swing Line Lender hereby appoints and authorizes the Administrative Working Capital Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement on behalf of each Working Capital Lender, Issuing Bank and Swing Line Lender, in its name, place and stead, to bind it to the representations, warranties, terms and conditions contained therein and to act on behalf of such Working Capital Lender, Issuing Banks or Swing Line Lender under each Finance Document to which it is a party and in the absence of other written instructions from the Required Working Capital Lenders received from time to time by the Working Capital Facility Agent (including through its agents with respect to which the Working Capital Facility Agent agrees that it will comply, except as otherwise provided in this Section 10.01 or employees) as otherwise advised by counsel, and subject in all cases to take such actions on its behalf and the terms of the Intercreditor Agreement), to exercise such powers hereunder and perform such duties thereunder as are specifically delegated to or required of the Administrative Working Capital Facility Agent by the terms hereof or and thereof, together with such actions and powers as are may be reasonably incidental thereto. Each of Where the Lenders, by accepting the benefits of Working Capital Facility Agent is required or permitted to act under this Agreement and or under any other Finance Document, the other Credit DocumentsWorking Capital Facility Agent shall, hereby irrevocably appoints notwithstanding anything herein or therein to the contrary, (i) Macquarie Capital Funding LLC be entitled to act on request instruction or direction in respect of any such rights, powers and discretions or clarification of any written instruction received by it, as to whether, and in what manner, it should exercise or refrain from exercising its behalf as the Collateral Agent hereunder rights, powers and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto discretions and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by unless the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents agreement unambiguously mandate the action, may refrain from acting (and will incur no liability in refraining to act) until that direction, instruction or clarification is received by it from the Lenders, and neither Holdings, any Borrower relevant parties or any from a court of competent jurisdiction. Without limiting the generality of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that foregoing sentence, the use of the term “agent” herein or in any other Credit Documents (or any other similar term) this Agreement with reference to an the Working Capital Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawGovernment Rule. Instead 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. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting Lenders hereby irrevocably appoints the benefits entity named as Administrative Agent in the heading of this Agreement and the other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each The provisions of this Section 8.1 are solely for the benefit of the Administrative Agent and the Lenders, by accepting and none of the benefits Borrower nor any other Loan Party shall have rights as a third party beneficiary of this Agreement and the other Credit Documents, hereby irrevocably appoints any of such provisions (iexcept as provided in Section 8.6 below). (b) Macquarie Capital Funding LLC to MSSF shall also act on its behalf as the Collateral Agent hereunder and under the other Credit Documents Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes Macquarie Capital Funding LLC (in its capacity MSSF act as a the Collateral Agent) Agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by secure any of the terms hereof or thereofObligations, together with such actions powers and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers discretion as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b)In this connection, the Collateral Agent, and any co- agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 8.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section are solely for 8 and Section 9 (including Section 9.5(c), as though such co-agents, sub-agents and attorneys-in-fact were the benefit of Collateral Agent under the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights Loan Documents) as a third-party beneficiary of any of such provisionsif set forth in full herein with respect thereto. (c) It is understood and agreed that the use of the term “agent” herein or (except as provided in any other Credit Documents Loan Documents) (or any other similar term) with reference to an Agent the Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the "collateral agent" under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacity as a matter of market custom, potential Hedge Bank or Cash Management Bank) and is intended to create or reflect only an administrative relationship between contracting parties. Each the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any of the Credit Parties to execute secure any of the Secured Obligations, together with such powers and deliver discretion as are reasonably incidental thereto. In this connection, the Intercreditor Agreement Administrative Agent, as "collateral agent" and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XI for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Articles XI and XII (including Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and "collateral agent" under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Second Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereofWilmington Trust, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC National Association to act on its behalf as the Collateral Agent hereunder and under each of the other Credit Second Lien Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the Second Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the Second Lien Secured Parties also authorizes Wilmington Trust, National Association, at the request of the Borrower, to execute and deliver the First Lien/Second Lien Intercreditor Agreement in the capacity as “Second Priority Representative”, or the equivalent agent, however referred to for the Second Lien Secured Parties under such agreement (iithe “Second Priority Representative”) Cortland Capital Market Services LLC to act on its behalf as and authorizes the Collateral Agent under Agent, in accordance with the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Second Priority Representative by the terms thereofof the First Lien/Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Second Lien Security Documents, or for exercising any rights and remedies thereunder or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Additional Second Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC GS to act on its behalf as the Collateral Agent hereunder and under each of the other Credit First Lien Security Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofFirst Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article IV and Section 9.05 of the Credit Agreement and the equivalent provision of any Other First Lien Agreement (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” under the First Lien Security Documents) as if set forth in Sections 9.6(a) full herein with respect thereto. Each Non-Controlling Secured Party acknowledges and 9.6(b)agrees that the Collateral Agent shall be entitled, the provisions of this Section are solely for the benefit of the Agents First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the LendersFirst Lien Security Documents, without regard to any rights to which Non-Controlling Secured Parties would otherwise be entitled as a result of holding any First Lien Obligations. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Collateral Agent, the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and neither Holdingstiming of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Collateral Agent or the Authorized Representative of any other Series of First Lien Obligations or any other First Lien Secured Party of any other Series arising out of (i) any actions which the Collateral Agent, any Authorized Representative or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or the Secured Credit Form of Permitted Pari Passu Intercreditor Agreement Documents or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by, the Borrower or any of the Restricted Subsidiaries shall have rights its subsidiaries, as a thirddebtor-party beneficiary of any of such provisionsin-possession. It is understood and agreed that the use of the term “agent” herein or in Notwithstanding any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine provision of any applicable law. Instead such term is used as a matter of market customthis Agreement, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to execute and deliver Section 9-620 of the Intercreditor Agreement and Uniform Commercial Code of any other applicable intercreditor or subordination agreement and to take jurisdiction, without the consent of each Authorized Representative representing holders of First Lien Obligations for whom such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoconstitutes Shared Collateral.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. [Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, at the request of the Borrower, to execute and (ii) Cortland Capital Market Services LLC deliver the First Lien/Second Lien Intercreditor Agreement in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to act on its behalf as for the Collateral Agent First Lien Secured Parties under the Foreign Collateral Documents such agreement and authorizes Cortland Capital Market Services LLC (in its capacity as a the Controlling Collateral Agent) , in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Designated Senior Representative by the terms thereofof the First Lien/Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except .] In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder [or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Controlling Collateral Agent], shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Initial Additional First Lien Document and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby (i) irrevocably appoints Macquarie Capital Funding LLC Wilmington Trust to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Loan Documents and (ii) authorizes Macquarie Capital Funding LLC (in its capacity as a the Administrative Agent and the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Administrative Agent and the Collateral Agent) Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofLoan Documents, together with such actions and powers as are reasonably incidental thereto. Except Without limiting the generality of the foregoing, each Lender authorizes and directs each Agent to enter into the Loan Documents to which it is a party on the date hereof on behalf of and for the benefit of the Lenders and to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as expressly set forth contemplated by and in Sections 9.6(a) accordance with this Agreement and 9.6(b), the other Loan Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. The provisions of this Section Article IX are solely for the benefit of the Agents and the Lenders, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Collateral Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent or the Required Lenders, shall be entitled to the benefits of all provisions of this Article IX and Section 10.04 (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. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative Agent set forth in this Article IX. Any corporation or association into which any 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 such Agent is understood a party, will be and agreed become the successor Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Each Lender acknowledges and agrees that no Agent shall have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing sentence, the use of the term “agent” herein or and in any the other Credit Loan Documents (or any other similar term) with reference to an any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender irrevocably authorizes The permissive authorizations, entitlements, powers and rights (including the Administrative Agent right to request that the Borrower take an action or deliver a document and the Collateral exercise of remedies following an Event of Default) granted to any Agent to execute and deliver the Intercreditor Agreement herein shall not be construed as duties. No Agent shall have any responsibility for interest or income on any funds held by it hereunder and any other applicable intercreditor funds so held shall be held un-invested pending distribution thereof. Whether or subordination agreement and to take such actionnot explicitly set forth therein, and to exercise the rights, powers, rights 4144-3070-7525 protections, immunities and remedies indemnities granted to each Agent herein shall apply to any document entered into by such Agent in connection with its role as Agent under the Administrative Agent and Loan Documents. Except to the Collateral Agent thereunder and with respect theretoextent expressly provided otherwise herein, the Required Lenders shall have the right to direct the Agents in all matters concerning the Loan Documents.

Appointment and Authority. A. In order to expedite the transactions contemplated by this Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders (for purposes of this Article IX, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the Lenders, by accepting the benefits Lenders and each assignee of this Agreement and the other Credit Documentsany such Lender, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) Agents to take such actions on its behalf of such Lender or assignee and to exercise such powers and perform such duties as are specifically delegated to the Administrative Agent Agents by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of The 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 Fees and other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all Borrowing Requests (but not the supporting documentation attached thereto or the corresponding Requests for Advances from Franchisee Loan Borrowers) promptly after a Borrowing. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to all collateral for the Loan and the rights of the Secured Parties with respect thereto, as contemplated by accepting and in accordance with the benefits provisions of this Agreement and the other Credit Security Documents. All collateral for the Loan shall be held in the name of The Chase Manhattan Bank, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions , on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdingsall actions and determinations with respect thereto shall be taken by The Chase Manhattan Bank, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoAgent.

Appointment and Authority. (a) Each Senior Representative, on behalf of the Lenders, Senior Secured Parties represented by accepting the benefits of this Agreement and the other Credit Documentsit, hereby irrevocably appoints Macquarie Capital Funding LLC Citicorp North America, Inc. (and any successor thereto as Senior Collateral Agent pursuant to the definition of the term “Senior Collateral Agent”) to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Senior Collateral Agent hereunder and under each of the other Credit Senior Collateral Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Senior Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Senior Collateral Agent) Agent by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on Senior Collateral granted by any Subsidiary Guarantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofSenior Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Senior Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Senior Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Senior Collateral (or any portion thereof) granted under any of the Senior Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Senior Credit Agreement and the equivalent provision of any Additional Senior Debt Facility (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Senior Collateral Agent” under the Senior Collateral Documents) as if set forth in Sections 9.6(afull herein with respect thereto. (b) Upon execution and 9.6(b)delivery of an instrument substantially in the form of Annex 2 by an additional Senior Class Debt Representative in accordance with Section 5.13, each then-existing Senior Class Debt Representative (the provisions of this Section are solely for “Existing Debt Representatives”) hereby authorizes and directs the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Senior Collateral Agent to execute and deliver such instrument substantially in the Intercreditor Agreement form of Annex 2 and any other applicable intercreditor Senior Collateral Documents (and acknowledges that any Senior Collateral Documents previously executed and delivered will be deemed to have been executed and delivered) on behalf of all Existing Debt Representatives and acknowledges and agrees that upon execution and delivery of such instrument substantially in the form of Annex 1 and such other Senior Collateral Documents, if any, the Senior Collateral Agent will act in its capacity as Senior Collateral Agent for all Existing Debt Representatives and such additional Senior Class Debt Representative. (c) Each Non-Controlling Secured Party acknowledges and agrees that the Senior Collateral Agent shall be entitled, for the benefit of the Senior Secured Parties, to sell, transfer or subordination agreement otherwise dispose of or deal with any Shared Collateral as provided herein and in the Senior Collateral Documents, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the Senior Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Senior Collateral Agent, the Applicable Authorized Representative or any other Senior Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Senior Collateral securing any of the Senior Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Senior Collateral securing any Senior Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Senior Secured Parties waives any claim it may now or hereafter have against the Senior Collateral Agent or the Authorized Representative of any other Series of Senior Obligations or any other Senior Secured Party of any other Series arising out of (i) any actions which the Senior Collateral Agent, any Authorized Representative or any Senior Secured Party takes or omits to take such action, and to exercise the powers, rights and remedies granted (including actions with respect to the Administrative Agent creation, perfection or continuation of Liens on any Senior Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Senior Collateral and actions with respect to the collection of any claim for all or any part of the Senior Obligations from any account debtor, guarantor or any other party) in accordance with the Senior Collateral Documents or any other agreement related thereto or to the collection of the Senior Obligations or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Applicable Authorized Representative or any holders of Senior Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by, Rite Aid or any of its subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Senior Collateral Agent thereunder and with respect thereto.shall not accept any Shared Collateral in full or partial satisfaction of any Senior Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of Senior Obligations for whom such Senior Collateral constitutes Shared Collateral. SECTION 4.02

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby irrevocably appoints Macquarie Capital Funding LLC Xxxxx Street Credit Advisors LP to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental or related thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article IX (other than Sections 9.01, 9.05, 9.06 and 9.09 through and including 9.13) are solely for the benefit of the Agents Administrative Agent and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have no Loan Party has rights as a third-third party beneficiary of any of such provisions. It is understood (b) The Administrative Agent shall also act as the “Collateral Agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacities as a matter of market custom, potential Hedge Bank) hereby irrevocably appoints and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent to act as the agent of such Lender 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 Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10.05), 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. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to (i) execute any and deliver all documents (including releases) with respect to the Collateral (including each Intercreditor Agreement and any other applicable intercreditor agreements contemplated hereby and any amendment, supplement, modification or subordination agreement joinder with respect thereto) and to take such actionthe rights of the Secured Parties with respect thereto, as contemplated by and to exercise in accordance with the powers, rights and remedies granted to the Administrative Agent provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent thereunder shall bind the Lenders 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. Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with respect thereto.the creation of parallel debt obligations of the Loan Parties in connection with a Foreign Subsidiary becoming a Guarantor in accordance with Section 6.11, including 188

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, to execute and (ii) Cortland Capital Market Services LLC deliver the ABL Intercreditor Agreement in the capacity as “Controlling Fixed Asset Collateral Agent,” or the equivalent agent, however referred to act on its behalf as for the Collateral Agent Additional Fixed Asset Secured Parties under the Foreign Collateral Documents such agreement and authorizes Cortland Capital Market Services LLC (in its capacity as a the Controlling Collateral Agent) , in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a to, or otherwise given to, the Controlling Fixed Asset Collateral Agent) Agent by the terms thereofof the ABL Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the ABL Intercreditor Agreement at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Section 8 of the Credit Agreement and the equivalent provision of the Indenture, the Notes Security Agreement and the Notes Pledge Agreement and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Authorized Representative” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Authorized Representative, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. (a) Each of the LendersKEXIM Covered Facility Lenders hereby appoints, by accepting designates and authorizes Shinhan Bank New York Branch as its KEXIM Facility Agent under and for purposes of each Financing Document to which the benefits of this Agreement KEXIM Facility Agent is a party, and in its capacity as the other Credit DocumentsKEXIM Facility Agent, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as Secured Debt Holder Group Representative and the Administrative Designated Voting Party (as defined in the Intercreditor Agreement) for the KEXIM Covered Facility Lenders. Shinhan Bank New York Branch hereby accepts this appointment and agrees to act as the KEXIM Facility Agent hereunder and under for the other Credit Documents KEXIM Covered Facility Lenders in accordance with the terms of this Agreement. Each of the KEXIM Covered Facility Lenders appoints and authorizes the Administrative KEXIM Facility Agent to act on behalf of such KEXIM Covered Facility Lender under each Financing Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the KEXIM Facility Agent (including through its agents with respect to which the KEXIM Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or employees) as otherwise advised by counsel, and subject in all cases to take such actions on its behalf and the terms of the Intercreditor Agreement), to exercise such powers hereunder and perform such duties thereunder as are specifically delegated to or required of the Administrative KEXIM Facility Agent by the terms hereof or and thereof, together with such actions and powers as are may be reasonably incidental thereto. Each of Notwithstanding any provision to the Lenderscontrary contained elsewhere in any Financing Document, by accepting the benefits of this Agreement and the other Credit DocumentsKEXIM Facility Agent shall not have any duties or responsibilities, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as except those expressly set forth in Sections 9.6(a) herein, nor shall the KEXIM Facility Agent have or be deemed to have any fiduciary relationship with any KEXIM Covered Facility Lender or other KEXIM Covered Facility Secured Party, and 9.6(b)no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the provisions of this Section are solely for KEXIM Facility Agent. Without limiting the benefit generality of the Agents and the Lendersforegoing sentence, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) this Agreement with reference to an the KEXIM Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawGovernment Rule. Instead 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. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First-Priority Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC Barclays Bank PLC, to act on its behalf as the Administrative Intercreditor Agent hereunder and and, for such purposes, as its agent under each of the other Credit First-Priority Collateral Documents and authorizes the Administrative Intercreditor Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Intercreditor Agent by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofFirst-Priority Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Intercreditor Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Intercreditor Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First-Priority Collateral Documents, or for exercising any rights and remedies thereunder), shall be entitled to the benefits of all provisions of this Article IV of this Agreement, Articles XIII and XIV of the 2011 Credit Agreement, Articles XII and XIII of the 2014 Credit Agreement and the equivalent provision of any Other First-Priority Agreement (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” under the First-Priority Collateral Documents) as if set forth in Sections 9.6(afull herein with respect thereto. (b) Each Non-Controlling Secured Party acknowledges and 9.6(b)agrees that the Intercreditor Agent shall be entitled, the provisions of this Section are solely for the benefit of the Agents First-Priority Secured Parties, to sell, transfer or otherwise dispose of or deal with any Common Collateral as provided herein and in the LendersFirst-Priority Collateral Documents, and neither Holdingswithout regard to any rights to which Non­Controlling Secured Parties would otherwise be entitled as a result of holding any First-Priority Obligations. Without limiting the foregoing, any Borrower each Non-Controlling Secured Party agrees that none of the Intercreditor Agent or any of the Restricted Subsidiaries other First-Priority Secured Party shall have rights as a third-party beneficiary any duty or obligation first to marshal or realize upon any type of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents Common Collateral (or any other similar term) with reference Collateral securing any of the First-Priority Obligations), or to an Agent is not intended to connote sell, dispose of or otherwise liquidate all or any fiduciary or other implied portion of such Common Collateral (or express) obligations arising under agency doctrine any other Collateral securing any First-Priority Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any applicable lawsuch realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Instead Each of the First-Priority Secured Parties waives any claim it may now or hereafter have against the Intercreditor Agent or the Authorized Representative of any other Series of First-Priority Obligations or any other First-Priority Secured Party of any other Series arising out of (i) any actions which the Intercreditor Agent, any Authorized Representative or any First-Priority Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Priority Obligations from any account debtor, guarantor or any other party) in accordance with the First-Priority Collateral Documents or any other agreement related thereto or to the collection of the First-Priority Obligations or the valuation, use, protection or release of any security for the First-Priority Obligations, (ii) any election by any Intercreditor Agent or any holders of First-Priority Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Intercreditor Agent shall not accept any Common Collateral in full or partial satisfaction of any First-Priority Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without 18 the consent of each Authorized Representative representing holders of First-Priority Obligations for whom such term is used Collateral constitutes Common Collateral. SECTION 4.02 Rights as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.First-

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Wachovia to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein Lenders (including in its capacity as counterparty to a Specified Hedge Agreement or in any other Credit Documents (or any other similar termSpecified Cash Management Arrangement, as applicable) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any Credit Party or the Limited Guarantor Subsidiary, if applicable, to execute secure any of the Obligations, together with such powers and deliver discretion as are reasonably incidental thereto. In this connection, the Intercreditor Agreement Administrative Agent, as “collateral agent” and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Article XIII for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Articles XIII and XIV (including Section 13.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, at the request of the Borrower, to execute and (ii) Cortland Capital Market Services LLC deliver any First Lien/Second Lien Intercreditor Agreement in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to act on its behalf as for the Collateral Agent First Lien Secured Parties under the Foreign Collateral Documents such agreement and authorizes Cortland Capital Market Services LLC (in its capacity as a the Controlling Collateral Agent) , in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Designated Senior Representative by the terms thereofof the First Lien/Second Lien Intercreditor Agreement, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Senior Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under the First Lien/Second Lien Intercreditor Agreement at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV and Article VIII of the Credit Agreement and the equivalent provision of any Initial Additional First Lien Document and any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Controlling Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. ● Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Senior Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the Senior Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the Senior Lien Secured Parties recognizes that the Applicable Authorized Representative, at the request of the Borrower, has entered into (i) the ABL Intercreditor Agreement in such capacity as “Senior Lien Term Loan Agent” and all such references therein to the Senior Lien Term Loan Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder and [(ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (Senior/Junior Intercreditor Agreement in its such capacity as a Collateral “Senior Lien Agent) ” and all such references therein to the Senior Lien Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder]16. Each of the Senior Lien Secured Parties authorizes the Applicable Authorized Representative, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Senior Lien Term Loan Agent by the ABL Intercreditor Agreement, the Senior Lien Agent by the terms thereofof any Senior/Junior Intercreditor Agreement or by the equivalent capacity in any other intercreditor agreement with respect to any Shared Collateral, together with such actions powers and powers discretion as are reasonably incidental thereto. Except With respect to any provision in the ABL Intercreditor Agreement, any Senior/Junior Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral that gives Senior Lien Secured Parties authority and discretion thereunder, the Senior Lien Secured Parties hereby irrevocably authorize the Applicable Authorized Representative to exercise such authority and discretion on their behalf in accordance with the terms of this Agreement. In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Senior Lien Security Documents, or for exercising any rights and remedies thereunder or under the ABL Intercreditor Agreement or any Senior/Junior Intercreditor Agreement, any other intercreditor 16 NTD: Text to be included if Senior/Junior ICA is effective at time of execution of this agreement. agreement with respect to any Shared Collateral at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Section 8 of the Credit Agreement and the equivalent provision of any Additional Senior Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Applicable Authorized Representative” named therein) as if set forth in Sections 9.6(a) full herein with respect thereto. • Each Non-Controlling Secured Party acknowledges and 9.6(b)agrees that the Applicable Authorized Representative shall be entitled, the provisions of this Section are solely for the benefit of the Agents Senior Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the LendersSenior Lien Security Documents, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled as a result of the Senior Lien Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Authorized Representative or any other Senior Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the Senior Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any Senior Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and neither Holdingstiming of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Senior Lien Secured Parties waives any claim it may now or hereafter have against the Applicable Authorized Representative or the Authorized Representative of any other Series of Senior Lien Obligations or any other Senior Lien Secured Party of any other Series arising out of (i) any actions which the Applicable Authorized Representative, any Borrower Authorized Representative or any Senior Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Senior Lien Obligations from any account debtor, guarantor or any other party) in accordance with the Senior Lien Security Documents or any other agreement related thereto or to the collection of the Senior Lien Obligations or the valuation, use, protection or release of any security for the Senior Lien Obligations, other than any claims for breach of this Agreement, (ii) any election by any Applicable Authorized Representative or any holders of Senior Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Debtor Relief Laws by, Holdings or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, no Applicable Authorized Representative shall accept any Shared Collateral in full or partial satisfaction of any Senior Lien Obligations pursuant to Section 9-620 of the Restricted Subsidiaries Uniform Commercial Code (or any similar provision or power available with respect to the foreclosure of any Lien or security interest in, to, or otherwise relating to any real property) of any jurisdiction, without the consent of each other Authorized Representative representing holders of Senior Lien Obligations for whom such Collateral constitutes Shared Collateral. • Each Authorized Representative acknowledges and agrees that upon execution and delivery of a Joinder Agreement substantially in the form of Exhibit I by an additional Authorized Representative, the Applicable Authorized Representative and each Grantor in accordance with Section 5.13, the Applicable Authorized Representative will continue to act in its capacity as Applicable Authorized Representative in respect of the then existing Authorized Representatives and such additional Authorized Representative. ● Rights as a Senior Lien Secured Party. The Person serving as the Applicable Authorized Representative hereunder shall have the same rights and powers in its capacity as a third-party beneficiary Senior Lien Secured Party under any Series of Senior Lien Obligations that it holds as any other Senior Lien Secured Party of such provisions. It is understood Series and agreed that may exercise the use of same as though it were not the Applicable Authorized Representative and the term “agentSenior Lien Secured Party” herein or “Senior Lien Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties”, “Additional Senior Lien Secured Party” or “Additional Senior Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Applicable Authorized Representative hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other Credit Documents (advisory capacity for and generally engage in any kind of business with the Borrower or any other similar term) with reference to an Agent is not intended to connote any fiduciary Subsidiary or other implied (or express) obligations arising under agency doctrine of Affiliate thereof as if such Person were not the Applicable Authorized Representative hereunder and without any applicable law. Instead such term is used as a matter of market custom, and is intended duty to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent account therefor to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoSenior Lien Secured Party.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall 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 other Credit Loan Documents (or any other similar term) with reference to an the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. 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. Each Lender The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, as applicable, and each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations from and after the occurrence of a Collateral and Guaranty Trigger Event, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XIII for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Security Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the Administrative Agent benefits of all provisions of Article XIII and XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. 347. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuers hereby irrevocably appoints Macquarie Capital Funding LLC Barclays Bank PLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental or related thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article IX (other than Sections 9.01, 9.06 and 9.09 through and including 9.12) are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersL/C Issuers, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have no Loan Party has rights as a third-third party beneficiary of any of such provisions. It is understood 348. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (including in any other Credit Documents (or any other similar term) with reference to an 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 its capacities as a matter of market custom, potential Hedge Bank) and is intended to create or reflect only an administrative relationship between contracting parties. Each the L/C Issuers and the Swing Line Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender, such L/C Issuer and the Swing Line Lender 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 Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10.05), 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. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases and Intercreditor Agreements) with respect to the Collateral (including any amendment, supplement, modification or joinder with respect thereto) and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent to execute shall bind the Lenders and deliver negotiate, enforce or settle any claim, action or proceeding affecting the Intercreditor Agreement and any other applicable intercreditor Lenders in their 188 capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or subordination agreement and to take such action, and to exercise settlement will be binding upon each Lender. For the powers, rights and remedies granted to avoidance of doubt the Administrative Agent shall be authorized to enter into any Intercreditor Agreement it believes reasonable and while it shall be under no obligation to post any such Intercreditor Agreement to Lenders in advance of its execution any Intercreditor Agreement so posted shall be deemed approved by the Collateral Agent thereunder and with respect theretoLenders if not objected to by the Required Lenders within five days of posting.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuers hereby irrevocably appoints Macquarie Capital Funding LLC Bank of AmericaWells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer 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 Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, for the avoidance of doubt, exercising any discretion under Section 7.11 or otherwise). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), 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. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints Lenders (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (including in its capacity as a Collateral Agentpotential Cash Management Bank or Hedge Bank) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably hereby authorizes the Administrative Agent and the Collateral Agent to execute and deliver enter into the Intercreditor Agreement and any other applicable intercreditor agreement or subordination arrangement permitted under this Agreement without any further consent by any Lender and any such intercreditor agreement and to take such action, and to exercise shall be being binding upon the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoLenders.

Appointment and Authority. (a) Each of the LendersFirst-Lien Secured Parties (including the holders of the notes issued under the Notes Indenture, by accepting their acceptance of the benefits of this Agreement and the other Credit Documents, First-Lien Security Documents and their direction to the Notes Authorized Representative to enter into this Agreement) hereby irrevocably appoints Macquarie Capital Funding LLC Barclays Bank PLC to act on its behalf as the Administrative First-Lien Collateral Agent (or any similar term) hereunder and under each of the other Credit First-Lien Security Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the First-Lien Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC the First-Lien Collateral Agent (in its capacity as a Collateral Agentor any similar term) by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofFirst-Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the First-Lien Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the First-Lien Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First-Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative, shall be entitled to the benefits, without duplication, of all provisions of this Article IV and Section 9 of the Credit Agreement and the equivalent provision of any Additional First-Lien Document or Notes Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Bank hereby irrevocably appoints Macquarie Capital Funding LLC Xxxxxxx Xxxxx to act on its behalf as the First Lien Administrative Agent and First Lien Collateral Agent hereunder and under the other Credit First Lien Loan Documents and authorizes the First Lien Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the First Lien Administrative Agent and First Lien Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents First Lien Administrative Agent and the LendersFirst Lien Collateral Agent, the Lenders and the Issuing Bank, and neither Holdings, any the Borrower or any of the Restricted Subsidiaries shall not have rights as a third-third party beneficiary of any of such provisions. It is understood (b) The First Lien Administrative Agent shall also act as the “First Lien Collateral Agent” under the First Lien Loan Documents, and agreed that the use each of the term “agent” herein Lenders and the Issuing Bank hereby irrevocably appoints and authorizes the First Lien Collateral Agent to act as the agent of such Lender and the 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 Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the First Lien Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the First Lien Administrative Agent and First Lien Collateral Agent pursuant to Section 8.05 for purposes of holding or in enforcing any other Credit Documents Lien on the Collateral (or any other similar termportion thereof) with reference to an Agent is not intended to connote granted under the Security Documents, or for exercising any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the First Lien Administrative Agent, shall be entitled to the Administrative Agent benefits of all provisions of this Article VIII and Article IX (including Section 9.03 as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the First Lien Loan Documents) as if set forth in full herein with respect thereto.. -156- [EMEA_ACTIVE 302040156_13]

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lender hereby irrevocably appoints Macquarie Capital Funding LLC Agent to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes Agent to (i) execute and deliver the Administrative Agent Loan Documents and accept delivery thereof on its behalf from Xxxxxxxx, (including through its agents or employeesii) to take such actions action on its behalf and to exercise such all rights, powers and remedies and perform such the duties as are expressly delegated to Agent under the Administrative Agent by the terms hereof or thereofLoan Documents, together with and (iii) exercise such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article 15 are solely for the benefit of the Agents Agent and the Lenders, and neither Holdings, ; no Borrower has any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood (b) Without limiting the generality of clause (a) above, Agent shall have the sole and agreed that exclusive right and authority (to the use exclusion of the term “agent” herein or Lenders) and is hereby authorized to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any other Credit Documents (bankruptcy, insolvency or any other similar term) with reference to an 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 customproceeding), and each Person making any payment in connection with any Loan Document to any Lender is intended hereby authorized to create make such payment to Agent, (ii) file and prove claims and file other documents necessary or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes desirable to allow the Administrative claims of Agent and the Collateral Lenders with respect to any Obligations in any bankruptcy, insolvency or similar proceeding, (iii) act as collateral agent for Agent to execute and deliver each Lender for purposes of the Intercreditor Agreement perfection, holding and any enforcing of all Liens created by the Loan Documents and all other applicable intercreditor or subordination agreement purposes stated therein, together with such powers and to take such actiondiscretion as are reasonably incidental thereto, and (iv) execute any amendment, consent, or waiver under the Loan Documents on behalf of any Lender that has consented in writing to exercise the powerssuch amendment, rights consent, or waiver; provided, however, that Agent hereby appoints, authorizes and remedies granted directs each Lender to the Administrative act as collateral sub-agent for Agent and the Collateral Agent thereunder and Lenders for purposes of the perfection of all Liens with respect thereto.to the Collateral, including any deposit account maintained by Borrower with, and cash held by, such Lender, and may further

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement Senior Lenders and the other Credit DocumentsRevolving LC Issuing Bank hereby appoints, hereby irrevocably appoints Macquarie Capital Funding LLC designates and authorizes MUFG Bank, Ltd., as its P1 Administrative Agent under and for purposes of each P1 Financing Document to which the P1 Administrative Agent is a party, and in its capacity as the P1 Administrative Agent, to act on its behalf as Senior Secured Debt Holder Representative for the Senior Lenders and the Revolving LC Issuing Bank. MUFG Bank, Ltd. xxxxxx accepts this appointment and agrees to act as the P1 Administrative Agent hereunder for the Senior Lenders and under the other Credit Documents Revolving LC Issuing Bank in accordance with the terms of this Agreement, and to act as Senior Secured Debt Holder Representative for the Senior Lenders and the Revolving LC Issuing Bank in accordance with the Common Terms Agreement. Each of the Senior Lenders and the Revolving LC Issuing Bank appoints and authorizes the P1 Administrative Agent to act on behalf of such Senior Lender and the Revolving LC Issuing Bank under each P1 Financing Document to which it is a party and in the absence of other written instructions from the Majority Senior Lenders received from time to time by the P1 Administrative Agent (including through its agents with respect to which the P1 Administrative Agent agrees that it will comply, except as otherwise provided in this Section 13.1 or employees) as otherwise advised by counsel, and subject in all cases to take such actions on its behalf the terms of the Collateral and Intercreditor Agreement), to exercise such powers hereunder and perform such duties thereunder as are specifically delegated to or required of the P1 Administrative Agent by the terms hereof or and thereof, together with such actions and powers as are may be reasonably incidental thereto. Each of Notwithstanding any provision to the Lenderscontrary contained elsewhere in any P1 Financing Document, by accepting the benefits of this Agreement and the other Credit DocumentsP1 Administrative Agent shall not have any duties or responsibilities, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as except those expressly set forth in Sections 9.6(a) herein, nor shall the P1 Administrative Agent have or be deemed to have any fiduciary relationship with any Senior Lender, Revolving LC Issuing Bank or other Credit Agreement Senior Secured Party, and 9.6(b)no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any P1 Financing Document or otherwise exist against the provisions of this Section are solely for P1 Administrative Agent. Without limiting the benefit generality of the Agents and the Lendersforegoing sentence, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) this Agreement with reference to an the P1 Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawGovernment Rule. Instead Instead, such term is 122 used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby irrevocably appoints Macquarie Capital Funding LLC BALC to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto; provided that in no event shall the Administrative Agent have any powers or be required to take any actions other than those set forth in Section 11.01. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby irrevocably appoints (i) Macquarie Capital Funding LLC BALC to act on its behalf as the Collateral Agent hereunder and under the other Credit Loan Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a the Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (the Collateral Agent by the terms hereof or thereof, including, without limitation, acting as Collateral Agent to the Lenders 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 actions, discretion and powers as are reasonably incidental thereto; provided, however, in no event shall the Collateral Agent have any obligations under the Loan Documents to take any actions other than those described in or otherwise specifically delegated to the Collateral Agent under the Loan Documents. Each of the Lenders hereby irrevocably appoints Bank of Utah to act on its capacity behalf as a Collateral Agent) Payment Agent hereunder and under the other Loan Documents and authorizes the Payment Agent to take such actions on its behalf and to exercise such powers as are delegated to the Payment Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or nor any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each (a) KEXIM hereby appoints, designates and authorizes Shinhan Bank New York Branch as its KEXIM Facility Agent under and for purposes of each Financing Document to which the LendersKEXIM Facility Agent is a party, by accepting and in its capacity as the benefits of this Agreement and the other Credit DocumentsKEXIM Facility Agent, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as Secured Debt Holder Group Representative and the Administrative Designated Voting Party (as defined in the Intercreditor Agreement) for KEXIM. Shinhan Bank New York Branch hereby accepts this appointment and agrees to act as the KEXIM Facility Agent hereunder and under for KEXIM in accordance with the other Credit Documents terms of this Agreement. KEXIM appoints and authorizes the Administrative KEXIM Facility Agent (including through its agents or employees) to take such actions act on its behalf under each Financing Document to which it is a party and in the absence of other written instructions from KEXIM received from time to time by the KEXIM Facility Agent (with respect to which the KEXIM Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all cases to the terms of the Intercreditor Agreement), to exercise such powers hereunder and perform such duties thereunder as are specifically delegated to or required of the Administrative KEXIM Facility Agent by the terms hereof or and thereof, together with such actions and powers as are may be reasonably incidental thereto. Each of Notwithstanding any provision to the Lenderscontrary contained elsewhere in any Financing Document, by accepting the benefits of this Agreement and the other Credit DocumentsKEXIM Facility Agent shall not have any duties or responsibilities, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as except those expressly set forth in Sections 9.6(a) herein, nor shall the KEXIM Facility Agent have or be deemed to have any fiduciary relationship with KEXIM or other KEXIM Direct Facility Secured Party, and 9.6(b)no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the provisions of this Section are solely for KEXIM Facility Agent. Without limiting the benefit generality of the Agents and the Lendersforegoing sentence, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) this Agreement with reference to an the KEXIM Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawGovernment Rule. Instead 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. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Junior Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the Junior Lien Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto thereto. Each of the Junior Lien Secured Parties recognizes that the Applicable Authorized Representative, at the request of the Borrower, has entered into (i) the Senior/Junior Intercreditor Agreement in such capacity as “Junior Lien Agent” and all such references therein to the Junior Lien Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (ABL Intercreditor Agreement in its such capacity as a Collateral “Junior Lien Term Loan Agent) ” and all such references therein to the Junior Lien Term Loan Agent shall be deemed to refer to the Applicable Authorized Representative, as appointed from time to time hereunder. Each of the Junior Lien Secured Parties authorizes the Applicable Authorized Representative, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to, or otherwise given to, the Junior Lien Agent by the terms thereofof the Senior/Junior Intercreditor Agreement, the Junior Lien Term Loan Agent by the ABL Intercreditor Agreement or by the equivalent capacity in any other intercreditor agreement with respect to any Shared Collateral, together with such actions powers and powers discretion as are reasonably incidental thereto. Except With respect to any provision in the Senior/Junior Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral that gives Junior Lien Secured Parties authority and discretion thereunder, the Junior Lien Secured Parties hereby irrevocably authorize the Applicable Authorized Representative to exercise such authority and discretion on their behalf in accordance with the terms of this Agreement. In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Junior Lien Security Documents, or for exercising any rights and remedies thereunder or under the Senior/Junior Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreement with respect to any Shared Collateral at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Section 8 of the Credit Agreement and the equivalent provision of any Additional Junior Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Applicable Authorized Representative” named therein) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Tranche B-1 Lender and the other Credit Documents, each New Revolving Lender hereby irrevocably appoints Macquarie Capital Funding LLC Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Tranche B-1 Lenders and the New Revolving Lenders, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and agreed that the use each of the term “agent” herein or Tranche B-1 Lenders and each of the New Revolving Lenders (including, in any other Credit Documents (or any other similar term) with reference to an 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 each case, in its capacities as a matter of market custom, potential Hedge Bank and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender a potential Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Tranche B-1 Lender or of such New Revolving Lender, as applicable, 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 Administrative Agent, as Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 of the Credit Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Article 8, Article 9 and Article 10 of the Credit Agreement (including Section 9.06 of the Credit Agreement, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent to execute and deliver under the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. Each Lender and Issuing Bank appoints and designates Bank of America as Agent hereunder. Agent may, and each Lender and Issuing Bank authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of LendersSecured Parties. Each Lender and Issuing Bank agrees that any action taken by Agent or Required Lenders, in accordance with the provisions of the LendersLoan Documents, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative exercise by Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof Required Lenders of any rights or thereofremedies set forth therein, together with such actions and all other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders and the Issuing Banks. Each Without limiting the generality of the Lendersforegoing, by accepting Agent shall have the benefits of this Agreement sole and the other Credit Documents, hereby irrevocably appoints exclusive authority to (ia) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder disbursing and under collecting agent for Lenders with respect to all payments and collections arising in connection with the other Credit Documents and authorizes Macquarie Capital Funding LLC Loan Documents; (in its capacity as a Collateral Agentb) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and as Agent each Loan Document, including any other applicable intercreditor or subordination agreement and to take such actionagreement, and to accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) exercise the powers, all rights and remedies granted given to the Administrative Agent and the Collateral Agent thereunder and with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any fixtures, Real Estate or Inventory constitute Eligible Real Estate or Eligible Inventory, as the case may be, or whether to impose or release any reserve, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender, any Issuing Bank or other Person for any error in judgment.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First-Priority Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC the Controlling Collateral Agent to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under each of the other Credit First-Priority Collateral Documents to which it is a party and authorizes Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofFirst-Priority Obligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First-Priority Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative), shall be entitled to, in the case of the Credit Agreement Collateral Agent, the benefits of all provisions of this Article IV and Section 9.03 of the Credit Agreement, in the case of the Initial Other Authorized Representaive, the benefits of this Article IV and Article VII of the Initial Other First-Priority Agreement, and, in the case of any other Controlling Collateral Agent, the equivalent provision of any Other First-Priority Agreement (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Controlling Collateral Agent” under the First-Priority Collateral Documents) as if set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” full herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Equal Priority Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Controlling Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Controlling Collateral Agent) Agent by the terms hereof or thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each of the Equal Priority Secured Parties also authorizes the Controlling Collateral Agent, at the request of the Borrower, to, if applicable, execute and deliver a Junior Priority Intercreditor Agreement in the capacity as “Designated Senior Representative” or the equivalent agent however referred to for the Equal Priority Secured Parties under such agreement (as applicable, the “Senior Collateral Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, such “Designated Senior Representative” or equivalent agent by the terms of any Junior Priority Intercreditor Agreement together with such powers and discretion as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as authorizes the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Controlling Collateral Agent) , in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC it hereunder and thereunder. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (in its capacity as a or any portion thereof) granted under any of the Equal Priority Security Documents, or for exercising any rights and remedies thereunder or under any Junior Priority Intercreditor Agreement at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Article IV, Article VIII of the Senior Credit Agreement, Articles Six and Fourteen of the Indenture, Article 9 of the Notes Security Agreement and the equivalent provision of any Additional Equal Priority Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the Equal Priority Secured Parties, and each Collateral Agent, hereby agrees, at the sole cost and expense of the Borrower, to provide such cooperation and assistance as may be reasonably requested by the terms thereofControlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Article IV, together with such actions cooperation to include execution and powers delivery of notices, instruments and other documents as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), deemed necessary by the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Controlling Collateral Agent to execute effect such actions (and deliver in form and substance reasonably satisfactory to the Intercreditor Agreement parties executing such documents), and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Controlling Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuers hereby irrevocably appoints Macquarie Capital Funding LLC CS to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth provided in Sections 9.6(a) Section 10.05 and 9.6(b)10.06, the provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersL/C Issuers, and neither Holdings, the Borrowers nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein or Lenders (in any other Credit Documents (or any other similar term) with reference to an 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 its capacities as a matter of market customLender, potential Swap Contract providers and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender potential Treasury Management Agreement providers) and the L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on #95484613v795537764v17 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 Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral Agent to execute and deliver (or any portion thereof) granted under the Intercreditor Agreement and Collateral Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), 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. The Administrative Agent shall also act as security trustee in relation to the security created or evidenced by the English Security Documents. Each Lender hereby authorizes the Administrative Agent to enter into the Security Trust Deed on its behalf. Each Person that becomes a Lender hereunder after the Restatement Effective Date hereby confirms that it shall be bound by the terms of the Security Trust Deed on and from the date on which it becomes a Lender as if it were an original Lender party thereto. In addition, each reference to the Administrative Agent and in this Article X (including in connection with any indemnification or exculpation provided herein for the Collateral benefit of the Administrative Agent) shall be deemed to apply to the Administrative Agent thereunder and with respect theretoacting in its capacity as security trustee under the Security Trust Deed.

Appointment and Authority. Each of Lender Party hereby irrevocably authorizes the LendersLC Agent, by accepting the benefits of this Agreement and the LC Agent hereby undertakes, to receive payments of principal, interest and other Credit Documents, hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf amounts due hereunder as the Administrative Agent hereunder specified herein and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such all other actions on its behalf and to exercise such powers and perform such duties under the Credit Documents as are specifically delegated to the Administrative LC Agent by the terms hereof or thereof, together with such actions and all other powers as are reasonably incidental thereto. Each The relationship of the LC Agent to the other Lender Parties and, in so far as such action relates to them, the Prepetition Lenders, by accepting is only that of one commercial lender acting as agent for others, and nothing in the benefits of this Agreement Credit Documents shall be construed to constitute the LC Agent a trustee or other fiduciary for any Lender Party and, in so far as such action relates to them, the Prepetition Lenders, nor to impose on the LC Agent duties and obligations other than those expressly provided for in the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC . With respect to act on its behalf as any matters not expressly provided for in the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral any matters that the Credit Documents place within the discretion of the LC Agent) to take such actions on its behalf and , the LC Agent shall not be required to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof any discretion or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and it may request instructions from the Lender Parties with respect to exercise any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the powersinstructions of the Majority LC Participants (including itself); provided, rights and remedies granted however, that the LC Agent shall not be required to take any action that exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Administrative Credit Documents or to applicable Law. Upon receipt by the LC Agent and from the Collateral Borrower Representative of any communication calling for action on the part of the LC Participants or upon notice from the Borrower Representative or any LC Participant to the LC Agent thereunder and with respect theretoof any Default or Event of Default, the LC Agent shall promptly notify each other LC Participant thereof.

Appointment and Authority. Each of the Lenders, by accepting Banks and each of the benefits of this Agreement and the other Credit Documents, Issuing Banks hereby irrevocably appoints Macquarie Capital Funding LLC Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the LendersBanks (including in its capacities as a Treasury Management Bank, by accepting a Swap Bank or a Bilateral Letter of Credit Bank) and each of the benefits of this Agreement and the other Credit Documents, Issuing Banks hereby irrevocably appoints (i) Macquarie Capital Funding LLC Bank of America to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 10 and Section 11 (including Section 11.5(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Credit Documents) as if set forth in full herein with respect thereto. Each of the Banks and each of the Issuing Banks hereby irrevocably appoints Bank of America to act on its behalf as the Term B Facility Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Term B Facility Agent to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Term B Facility Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section are solely for the benefit of the Agents Agents, the Banks and the LendersIssuing Banks, and neither Holdings, any Borrower or any of the Restricted Subsidiaries no Credit Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) the Applicable Authorized Representative by the terms hereof or thereofhereof, together with such actions powers and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers discretion as are reasonably incidental thereto. Except In this connection, the Applicable Authorized EXHIBIT D-13 Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder, shall be entitled to the benefits of all provisions of this Article IV, Article 9 of the Credit Agreement, Article 9 of the Bridge Credit Agreement, Articles VII and XII of the Secured Indenture and the equivalent provision of any Additional First Lien Document (as expressly though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersFirst Lien Secured Parties, and neither Holdingseach Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Authorized Representative, at the Company’s sole cost and expense, to facilitate and effect actions taken or intended to be taken by the Applicable Authorized Representative pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Authorized Representative to effect such actions (including in connection with the release of any Borrower Lien or any guarantee in accordance with Section 9.12 of the Restricted Subsidiaries shall have rights as a third-party beneficiary of any of such provisions. It is understood Credit Agreement, Sections 10.6, 12.3 and agreed that the use 12.8 of the term “agent” herein or in any other Secured Indenture, Section 9.12 of the Bridge Credit Documents (Agreement or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine applicable provision of any applicable law. Instead such term is used as a matter of market customSecured Credit Document), and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretoApplicable Authorized Representative for such purposes.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Lenders hereby irrevocably appoints Macquarie Capital Funding LLC Credit Suisse AG, Cayman Islands Branch to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Without limiting the foregoing, each Lender irrevocably authorizes and directs the Administrative Agent to (a) upon the request of the LendersBorrower in connection with any incurrence of Term Loan Refinancing Indebtedness, by accepting enter into one or more amendments to the benefits of this Agreement Collateral Documents as may be agreed between the Borrower and the other Credit DocumentsAdministrative Agent to effectuate the Term Loan Refinancing Indebtedness, hereby irrevocably appoints (ib) Macquarie Capital Funding LLC upon the request of the Borrower in connection with the incurrence of Term Loan Refinancing Indebtedness, enter into intercreditor arrangements with the agent or lenders in respect of such Term Loan Refinancing Indebtedness to act on its behalf as reflect the pari passu or junior nature of the Lien securing the Collateral Agent hereunder in respect of such Term Loan Refinancing Indebtedness and under (c) upon the other Credit request of the Borrower in connection with any incurrence of Indebtedness pursuant to Section 7.01(a)(xiv) or Section 7.01(b)(xii), enter into any amendments to the Collateral Documents and authorizes Macquarie Capital Funding LLC (in its capacity to include such Indebtedness as a Collateral Agent) secured obligation thereunder or any intercreditor arrangements with the trustee, agent or lenders in respect of such Indebtedness to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by reflect the terms hereof pari passu or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as junior nature of the Lien securing the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take respect of such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental theretoIndebtedness. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent and the Lenders, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries other Loan Party shall have rights as a third-third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, First Lien Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Applicable Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC to (in its capacity as a Collateral Agentsubject to Section 2.02(a)) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Applicable Collateral Agent) Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto (including the appointment of it as security trustee in any jurisdiction for the First Lien Security Documents). In this connection, the Applicable Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Collateral Agent, shall be entitled to the benefits of (i) all provisions of this Article IV, Article VIII of the Credit Agreement, Article VIII of the Term Loan Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) and (ii) Cortland Capital Market Services LLC Section 10.03 of the Credit Agreement (solely with respect to act on its behalf as the Credit Agreement Collateral Agent), Section 10.03 of the Term Loan Agreement (solely with respect to the Term Loan Facility Collateral Agent) and the equivalent provision of any Additional First Lien Document (solely with respect to the Collateral Agent under named therein), in each case as if set forth in full herein with respect thereto. Without limiting the Foreign Collateral Documents foregoing, each of the First Lien Secured Parties, and authorizes Cortland Capital Market Services LLC (in its capacity as a each Collateral Agent) , hereby agrees to take provide such actions on its behalf cooperation and to exercise such powers assistance as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) may be reasonably requested by the terms thereofApplicable Collateral Agent to facilitate and effect actions taken or intended to be taken by the Applicable Collateral Agent pursuant to this Article IV, together with such actions cooperation to include execution and powers delivery of notices, instruments and other documents as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), deemed necessary by the provisions of this Section are solely for the benefit of the Agents and the Lenders, and neither Holdings, any Borrower or any of the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Applicable Collateral Agent to execute effect such actions, and deliver the Intercreditor Agreement and joining in any other applicable intercreditor or subordination agreement and to take such action, and motion or proceeding initiated by the Applicable Collateral Agent for such purposes. Each Collateral Agent is authorized to exercise the powers, any of its rights and remedies granted to the Administrative Agent and the Collateral Agent thereunder and with respect theretohereunder through a sub-agent.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, L/C Issuer hereby irrevocably appoints Macquarie Capital Funding LLC Bank of America to act on its behalf and on behalf of its Affiliates as the Administrative Agent hereunder and under the other Credit Loan Documents, the Cash Management Documents and the Related Swap Contracts and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section 8.2 are solely for the benefit of the Agents Agent, the Lenders and the LendersL/C Issuer, and neither Holdings, any no Borrower or any of the Restricted Subsidiaries shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term Lenders on their behalf and on behalf of their respective Affiliates (in their capacities as a Lender, Swing Line Lender (if applicable), or party to a Cash Management Document or Related Swap Contract) and the L/C Issuer hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit 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” herein and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 8.02(e) for purposes of holding or in enforcing any other Credit Documents Lien on the Collateral (or any other similar termportion thereof) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising granted under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to execute and deliver the Intercreditor Agreement and Documents, or for exercising any other applicable intercreditor or subordination agreement and to take such action, and to exercise the powers, rights and remedies granted thereunder at the direction of the Agent), shall be entitled to the Administrative Agent benefits of all provisions of this Section 8.2, Section 1.3(e) and Section 9 (including Section 9.1, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authority. (a) Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, Secured Parties hereby irrevocably appoints Macquarie Capital Funding LLC to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Applicable Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a the Applicable Collateral Agent) Agent by the terms hereof or thereof, together with such actions including for purposes of acquiring, holding and powers as are reasonably incidental thereto enforcing any and (ii) Cortland Capital Market Services LLC all Liens on Collateral granted by any Grantor to act on its behalf as secure any of the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereofObligations, together with such actions powers and powers discretion as are reasonably incidental thereto. Except In this connection, the Applicable Collateral Agent and any co-agents, subagents, delegates, receivers and attorneys-in-fact appointed by the Applicable Collateral Agent pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Security Documents, or for exercising any rights and remedies thereunder, shall be entitled to the benefits of all provisions of this Article IV (as expressly though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Security Documents) as if set forth in Sections 9.6(a) and 9.6(b)full herein with respect thereto. Without limiting the foregoing, the provisions of this Section are solely for the benefit each of the Agents and the LendersSecured Parties, and neither Holdingseach Collateral Agent, any Borrower or any of hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Restricted Subsidiaries shall 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 other Credit Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Lender irrevocably authorizes the Administrative Agent and the Applicable Collateral Agent to execute facilitate and deliver effect actions taken or intended to be taken by the Intercreditor Agreement Applicable Collateral Agent pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Applicable Collateral Agent to effect such actions, and joining in any other applicable intercreditor or subordination agreement and to take such action, and to exercise motion or proceeding initiated by the powers, rights and remedies granted to the Administrative Agent and the Applicable Collateral Agent thereunder and with respect theretofor such purposes.

Appointment and Authority. Each of the Lenders, by accepting the benefits of this Agreement Lenders and the other Credit Documents, Issuing Lender hereby irrevocably designates and appoints Macquarie Capital Funding LLC Xxxxx Fargo to act on its behalf as the Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent (including through its agents or employees) to take such actions on its behalf and to exercise such powers and perform such duties as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders, by accepting the benefits of this Agreement and the other Credit Documents, hereby irrevocably appoints (i) Macquarie Capital Funding LLC to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents and authorizes Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Macquarie Capital Funding LLC (in its capacity as a Collateral Agent) by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto and (ii) Cortland Capital Market Services LLC to act on its behalf as the Collateral Agent under the Foreign Collateral Documents and authorizes Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) to take such actions on its behalf and to exercise such powers as are delegated to Cortland Capital Market Services LLC (in its capacity as a Collateral Agent) by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly set forth in Sections 9.6(a) and 9.6(b), the The provisions of this Section Article are solely for the benefit of the Agents Administrative Agent, the Lenders and the LendersIssuing Lender, and neither Holdings, the Borrower nor any Borrower or any of the Restricted Subsidiaries Subsidiary thereof shall have rights as a third-third party beneficiary of any of such provisions. It is understood The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and agreed that the use each of the term “agent” herein Lenders (including in its capacity as counterparty to a Specified Hedge Agreement or in any other Credit Documents (or any other similar termSpecified Cash Management Arrangement, as applicable) with reference to an Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral Agent granted by any of the Credit Party to execute secure any of the Obligations, together with such powers and deliver discretion as are reasonably incidental thereto. In this connection, the Intercreditor Agreement Administrative Agent, as “collateral agent” and any other applicable intercreditor co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XIII for purposes of holding or subordination agreement and to take such actionenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, and to exercise the powers, or for exercising any rights and remedies granted thereunder at the direction of the Administrative Agent, shall be entitled to the Administrative Agent benefits of all provisions of this Articles XIII and XIV (including Section 14.3, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent thereunder and “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.