Common use of Appointment Clause in Contracts

Appointment. Each of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, DBNY is hereby appointed to act as Administrative Agent (with each reference in this Article to Administrative Agent to include DBNY in its capacity as Collateral Agent and Deutsche Bank AG, Cayman Islands Branch, as Deposit Bank). Each of the Lenders and each assignee of any such Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager expressly authorized by the Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby authorizes expressly authorized to execute any and all documents (including releases and including, without limitation, in the Auction Manager event of a sale of assets permitted hereunder or designation of a Subsidiary as an Unrestricted Subsidiary permitted hereunder) with respect to act the Collateral and the rights of the Secured Parties with respect thereto, as its agent contemplated by and in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the Security Documents. In the event that any party other Credit Documents than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to exercise the Security Documents, all rights and remedies in respect of such powers and perform such duties as are expressly delegated to such Agent Collateral shall be controlled by the terms of this Agreement and the Administrative Agent. No other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party Agent shall have rights as a third party beneficiary of any of the provisions of duties or responsibilities under this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesAgreement.

Appointment. (a) Each Warehouse Facility Secured Party hereby appoints Bank of America as the Deal Agent for the Warehouse Facility Secured Parties under and for purposes of this Collateral Agency Agreement, each Collateral Document and Section 4.5 of the Titling Trust Agreement and designates Bank of America, in its capacity as Deal Agent, as its “Representative Party” for purposes of Section 3.3 of the Intercreditor Agreement. Each Warehouse Facility Secured Party authorizes the Deal Agent to act on behalf of such Warehouse Facility Secured Party under this Collateral Agency Agreement, each Collateral Document and the Titling Trust Agreement, and, in the absence of other written instructions from the Required Warehouse Lenders received from time to time by the Deal Agent (with respect to which the Deal Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Deal Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. To facilitate the carrying out of the Closed-End Collateral Agent’s duties under this Collateral Agency Agreement, each Warehouse Facility Lender and Warehouse Facility Agent hereby irrevocably appoints DB the Deal Agent as its agent and representative to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated in relation to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Closed-End Collateral Agent and the Auction ManagerClosed-End Administrative Agent under this Collateral Agency Agreement, each Collateral Document and the Titling Trust Agreement. The Deal Agent hereby accepts such appointment. Each Warehouse Facility Lender hereby indemnifies (which indemnity shall survive any termination of this Collateral Agency Agreement, any Collateral Document or the Titling Trust Agreement) the Deal Agent and each of its employees and agents, pro rata according to such Warehouse Facility Lender’s Warehouse Facility Lender Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever that may at any time be imposed on, incurred by, or asserted against, the Deal Agent or any employee or agent thereof in any way relating to or arising out of the execution, delivery, enforcement, performance and/or administration of this Collateral Agency Agreement, including reasonable attorneys’ fees and expenses, and as to which the Deal Agent or such agent is not reimbursed by the Borrower; provided, however, that, no Warehouse Facility Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses of the Deal Agent or any agent thereof that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the gross negligence or willful misconduct of the Person seeking indemnity. Each Warehouse Facility Lender agrees to make payment of such amounts upon demand. The Deal Agent shall not be required to take such any action on its behalf under the provisions this Collateral Agency Agreement, or to prosecute or defend any suit in respect of this Collateral Agency Agreement, unless it is indemnified under this Collateral Agency Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental theretoits reasonable satisfaction. The provisions of this Article are solely for the benefit If any indemnity in favor of the Agents Deal Agent shall be or become, in the Deal Agent’s reasonable determination, inadequate, the Deal Agent may call for additional indemnification from the Warehouse Facility Lenders and cease to do the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It acts indemnified against hereunder until such additional indemnity 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesgiven.

Appointment. Each of The Trading Company and the Lenders Managing Owner hereby irrevocably appoints DB to act on its behalf appoint the Trading Advisor, and the Trading Advisor hereby accepts appointment, as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and Trading Company’s limited attorney-in-fact to exercise such powers as are delegated discretion to invest and reinvest in Commodities during the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes term of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderamount of assets allocated to the Trading Advisor by the Managing Owner as set forth on Exhibit A hereto, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager such Exhibit A may be amended from time to time by written notice to Administrative Agent(the “Allocated Assets”) on the terms and conditions and for the purposes set forth herein. The Managing Owner may adjust the amount of Allocated Assets once a week during each calendar month. In addition, and the Managing Owner also may adjust the Allocated Assets on any such replacement shall also be so authorized to act Business Day in such capacity. Each Lender agrees the event that the Auction Manager Trust receives cumulative subscriptions, exchanges or redemptions of Units during any month in an amount equal to 20% or greater of the Net Asset Value of the Series of which the proceeds are being invested in the Trading Company as of the most recent calendar month end. This limited power of attorney is a continuing power and shall continue in effect with respect to the Trading Advisor until terminated hereunder. The Trading Advisor shall have solely sole authority and responsibility for independently directing the obligations investment and reinvestment in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each Commodities of the Lenders hereby irrevocably authorize each of Allocated Assets for the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions term of this Agreement pursuant to the trading programs, methods, systems, strategies which the Trust and the other Credit Documents and Managing Owner have selected to exercise such powers and perform such duties as are expressly delegated to such Agent be utilized by the terms of this Agreement and Trading Advisor in trading the other Credit DocumentsAllocated Assets as set forth on Exhibit A attached hereto (the “Trading Approach”), together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except subject to the extent trading policies and limitations as set forth in this Section 12.01the Prospectus and attached hereto as Exhibit B (the “Trading Policies and Limitations”), Section 12.06 as the same may be modified from time to time and Section 12.07(b)provided in writing to the Trading Advisor. It is understood and agreed that the use The portion of the term “agent” herein Allocated Assets to be allocated by the Trading Advisor at any point in time to one or more of the various trading strategies comprising the Trading Approach will be determined as set forth in any other Credit Documents (the Prospectus or any other similar term) as otherwise agreed to with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine the Managing Owner, it being understood that trading gains and losses automatically will alter the agreed upon allocations. Upon receipt of any applicable Law. Instead such term is used as a matter new allocation, the Trading Advisor will determine and, if required, adjust its trading in light of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesthe new allocation.

Appointment. Each of the Lenders hereby irrevocably appoints DB to act on Agent as its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, agent and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, Agent shall have the 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 pursuant to regulatory requirements any intercreditor or subordination agreement, and accept delivery of any Gaming Authority consistent with each Loan Document; (c) make Loans, for itself or on behalf of Lenders, as provided in the intents and Loan Documents, (d) act as collateral agent for Lenders for purposes of this Agreement perfecting and administering Liens under the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes for all other purposes stated therein and 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 Auction Manager to act Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and distribute payments and proceeds of the Collateral as its agent provided in the Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the terms hereof Loan Documents, (h) 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, including the determination of eligibility of Accounts, the necessity and amount of Reserves and all other determinations and decisions relating to ordinary course administration of the other Credit Documentscredit facilities contemplated hereunder; provided, that Borrower shall have and (i) incur and pay such expenses as Agent may deem necessary or appropriate for the right to select performance and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, fulfillment of its functions and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled powers pursuant to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Loan Documents, together with whether or not any Loan Party is obligated to reimburse Agent or Lenders for such other powers as are reasonably incidental theretoexpenses pursuant to the Loan Documents or otherwise. The provisions of this Article are solely for the benefit of the Agents Agent and the Lenders, and neither Borrower nor any other Credit Party the Loan Parties shall not have rights as a third third-party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b)such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Credit Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable 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 independent contracting parties.

Appointment. (a) Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent and as the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, Documents and each Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Posting Lender hereby irrevocably designates and appoints the Posting Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Posting Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Posting Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Posting Lender and the Borrower hereby irrevocably designates and appoints the Posting Calculation Agent as the agent of such Lender and the Borrower under this Agreement and the other Credit Documents and irrevocably authorizes the Posting Calculation Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Posting Calculation Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article Section 12 (other than the third sentence of this Section 12.1 and Sections 12.9 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor shall not have any other Credit Party shall have rights as a third party beneficiary of such provision. Notwithstanding any of provision to the provisions of contrary elsewhere in this Article XIIAgreement, no Agent shall have any duties or responsibilities, except to the extent those expressly set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Document, any fiduciary relationship with any Lender or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other similar term) with reference to any Agent is not intended to connote any fiduciary Credit Document or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead otherwise exist against such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesAgent.

Appointment. Each of the Holders and Lenders hereby irrevocably designates and appoints DB to act on its behalf Agent as the Administrative Agent administrative agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take collateral agent of such actions on its behalf and to exercise Holder or such powers as are delegated to the Administrative Agent Lender (or the Collateral Agent Holders or Lenders represented by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of it) under this Agreement and the other Credit Documents. DB is Transaction Documents for the term hereof (and Agent hereby appointed Auction Manager hereunderaccepts such appointment), and each such Holder and Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The provisions Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Transaction Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of this Article are solely the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby authorized, to (a) act as the disbursing and collecting agent for the benefit Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Agents Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the LendersHolders with respect to the Credit Parties and/or the Collateral, whether under the Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and neither Borrower nor any cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Any reference to the Agent in this Agreement or the other Credit Party Transaction Documents shall have rights be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a third party beneficiary of any Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the provisions of this Article XIIAgent, Lenders and Holders (except to the limited extent set forth provided in this Section 12.012.9 with respect to the Register), Section 12.06 and Section 12.07(b). It is understood and agreed with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” herein or and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other Credit Documents (than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, Holder or any other similar termPerson and (c) with reference to any Agent is not intended to connote any fiduciary shall have no implied functions, responsibilities, duties, obligations or other implied (or express) obligations arising liabilities under agency doctrine of any applicable Law. Instead such term is used as a matter of market customTransaction Document, and is intended each Lender and Holder, by accepting the benefits of the Transaction Documents, hereby waives and agrees not to create or reflect only an administrative relationship between contracting partiesassert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this sentence.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent and as the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents (including the execution of any intercreditor agreements contemplated hereunder) and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and 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, 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 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article are solely for Section 9 and Section 10, 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 Borrower nor any other Credit Party shall have rights Loan Documents) as a third party beneficiary of any of the provisions of this Article XII, except to the extent if set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesrespect thereto.

Appointment. Each The Company Stockholders, by adopting this Agreement, hereby appoint Xxxx Xxxxx, as agent and attorney-in-fact (the “Stockholders’ Representative”) for, in the name and on behalf of the Lenders hereby irrevocably appoints DB Company Stockholders. The Stockholders’ Representative shall have full power and authority to act on its behalf as represent all of the Administrative Agent Company Stockholders and the Collateral Agent hereunder and their successors with respect to all matters arising under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, Escrow Agreement and all actions taken by the Stockholders’ Representative hereunder and thereunder shall be binding upon all such Company Stockholders and their successors as if expressly confirmed and ratified in writing by each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof of them and of the other Credit Documents; provided, that Borrower no Company Stockholder shall have the right to select object, dissent, protest or otherwise contest the same. The Stockholders’ Representative hereby accepts such appointment. The Stockholders’ Representative shall take any and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as all actions which he believes are specifically described in necessary or appropriate under this Agreement and shall be entitled to the benefits Escrow Agreement for, in the name and on behalf of Article XIIthe Company Stockholders, as applicable. Each fully as if the Company Stockholders were acting on their own behalf, including executing and delivering the Escrow Agreement as Stockholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholders’ Representative or any Company Stockholder, interpreting all of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent terms and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent obligations of or incurred by the terms of Stockholders’ Representative in connection with this Agreement and the other Credit DocumentsEscrow Agreement, together defending all indemnity claims against the Company Stockholders pursuant to Section 9 (a “Parent Indemnity Claim”), consenting to, compromising or settling all Parent Indemnity Claims, conducting negotiations with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents Parent and the LendersParent Indemnitees and agents regarding such claims, dealing with Parent and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of Escrow Agent under this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.Agreement

Appointment. Each Bank hereby irrevocably designates and appoints BTCo, Chase, Citibank and Fuji as Senior Managing Agents (such term to include any of the Lenders hereby irrevocably appoints DB Senior Managing Agents acting as Payments Administrator) of such Bank to act on its behalf as the Administrative Agent specified herein and the Collateral Agent hereunder and under in the other Credit Documents, and each such Bank hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereofBTCo, together with such actions and powers as are reasonably incidental theretoChase, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderCitibank, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; providedFuji, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIISenior Managing Agents for such Bank, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent the respective Senior Managing Agents by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Senior Managing Agent agrees to act as such upon the express conditions contained in this Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Senior Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, or any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Senior Managing Agent. The provisions of this Article Section 11 are solely for the benefit of the Senior Managing Agents and the LendersBanks, and neither Borrower nor any other no Credit Party shall have any rights as a third party beneficiary of any of the provisions of hereof, provided that Holdings shall have the rights granted to it pursuant to Section 11.09. In performing its functions and duties under this Article XIIAgreement, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use each Senior Managing Agent shall act solely as agent of the term “agent” herein Banks and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for either Credit Party. No Managing Agent, Lead Manager, Manager or Co-Manager shall have any duties or obligations in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising its capacity as such 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 partiesthis Agreement.

Appointment. Each Lender, Swing Line Bank and LC Issuing Bank hereby designates and appoints Xxxxx Fargo, as Administrative Agent of the Lenders hereby irrevocably appoints DB such Person to act on its behalf as the Administrative Agent specified herein and the Collateral Agent hereunder and under the other Credit Loan Documents, and each such Lender, Swing Line Bank and LC Issuing Bank hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, Swing Line Bank or LC Issuing Bank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Loan Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Article Section are solely for the benefit of the Agents and Administrative Agent, the Lenders, the Swing Line Banks and the LC Issuing Banks and neither the Borrower nor any other Credit Party the Parent shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, the Administrative Agent shall act solely as Administrative Agent of the Lenders, the Swing Line Banks and the LC Issuing Banks and, does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower, the Parent or any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiestheir respective Affiliates.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent and as the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. 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) hereby irrevocably appoints and 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 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 Article VIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article are solely for VIII and Article IX (including Section 9.05, 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 Borrower nor any other Credit Party shall have rights Loan Documents) as a third party beneficiary of any of the provisions of this Article XII, except to the extent if set forth in full herein with respect thereto. Each Issuing Bank shall act on behalf of the Revolving Facility Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (a) provided to the Administrative Agent in this Section 12.01, Section 12.06 Article with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Section 12.07(b). It is understood and agreed that the use documents pertaining to such Letters of Credit as fully as if the term “agentAdministrative Agent” herein as used in this Article included such Issuing Bank with respect to such acts or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customomissions, and is intended (b) as additionally provided herein with respect to create or reflect only an administrative relationship between contracting partieseach Issuing Bank.

Appointment. Each of the Lenders Lender, Issuing Lender and Swingline Lender hereby irrevocably designates and appoints DB to act on its behalf each Agent as the Administrative Agent and the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, Loan Documents and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative each Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit applicable Loan Documents, together with such other powers as are reasonably incidental thereto, including the authority to enter into any Intercreditor Agreement, any Increase Supplement, Lender Joinder Agreement and any Extension Amendment. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents. Without limiting the generality of the foregoing, the Lenders hereby irrevocably authorize and instruct each Agent to, without any further consent of any Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the ABL Intercreditor Agreement and any Junior Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement and, to the extent applicable, the ABL Intercreditor Agreement, and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. The provisions Lenders irrevocably agree that (x) the Agents may rely exclusively on a certificate of this Article are solely for the benefit a Responsible Officer of the Agents Borrower as to whether any such other Liens are permitted and (y) the ABL Intercreditor Agreement and any Junior Intercreditor Agreement entered into by either Agent shall be binding on the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of each Lender hereby agrees that it will take no actions contrary to the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesIntercreditor Agreement.

Appointment. Each of the The Lenders hereby irrevocably appoints DB designate and appoint Deutsche Bank AG New York Branch as Administrative Agent (for purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include DBNY in its capacity as Collateral Agent pursuant to the Security Documents) to act on its behalf as the Administrative Agent specified herein and the Collateral Agent hereunder and under in the other Credit Documents. The Lenders hereby irrevocably designate and appoint Deutsche Bank AG New York Branch as Collateral Agent to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and authorizes each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent and the Collateral Agent to take such actions action on its behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with and thereof and such actions and other powers as are reasonably incidental thereto. Each Lender hereby irrevocably authorizes, including pursuant to regulatory requirements each holder of any Gaming Authority consistent with Note by the intents and purposes acceptance of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereundersuch Note, and each Lender hereby authorizes other Secured Creditor by the Auction Manager to act as its agent in accordance with the terms hereof and acceptance of the other Credit Obligations secured by the Security Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled deemed irrevocably to authorize, the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the any other Credit Documents instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder as are expressly specifically delegated to such or required of the Collateral Agent by the terms of this Agreement hereof and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions Lenders hereby authorize the Collateral Agent (and any sub-agents appointed in accordance with Section 12.13 below), at its option and in its sole discretion, to execute powers of this Article attorney in favor of US Company and/or its Subsidiaries with respect to the release of Liens on Collateral constituting Motor Vehicles which are solely for sold in accordance with the benefit terms of the Agents Credit Documents. The Administrative Agent and the Lenders, and neither Borrower nor Collateral Agent may perform any of their respective duties hereunder or under any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XIIDocument by or through its officers, except to the extent set forth in this Section 12.01directors, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein agents, employees or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesaffiliates.

Appointment. Each of the Lenders hereby irrevocably appoints DB to act on Agent as its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, agent and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, Agent shall have the 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 pursuant to regulatory requirements any intercreditor or subordination agreement, and accept delivery of any Gaming Authority consistent with each Loan Document; (c) make Loans, for itself or on behalf of Lenders, as provided in the intents and Loan Documents, (d) act as collateral agent for Lenders for purposes of this Agreement perfecting and administering Liens under the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes for all other purposes stated therein and 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 Auction Manager to act Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and distribute payments and proceeds of the Collateral as its agent provided in the Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the terms hereof Loan Documents, (h) 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, including the determination of eligibility of Accounts, the necessity and amount of Reserves and all other determinations and decisions relating to ordinary course administration of the other Credit Documentscredit facilities contemplated hereunder; provided, that Borrower shall have and (i) incur and pay such expenses as Agent may deem necessary or appropriate for the right to select performance and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, fulfillment of its functions and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled powers pursuant to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Loan Documents, together with whether or not any Loan Party is obligated to reimburse Agent or Lenders for such other powers as are reasonably incidental theretoexpenses pursuant to the Loan Documents or otherwise. The provisions of this Article are solely for the benefit of the Agents Agent and the Lenders, and neither Borrower nor any other Credit Party the Loan Parties shall not have rights as a third third-party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b)such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Credit Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable 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 independent contracting parties.

Appointment. Each of (a) In order to expedite the Lenders transactions contemplated by this Agreement, MUFG Bank, Ltd. is hereby irrevocably appoints DB appointed by the Lender Parties (other than the Administrative Agent) to act on its behalf as the Administrative Agent and The Bank of New York Mellon is hereby appointed by the Secured Parties (other than the Collateral Agent hereunder Agent) to act as the Collateral Agent. Each Lender Party (on behalf of itself in its capacity as a Lender Party and, as applicable, an Interest Rate Hedge Counterparty and, as applicable, its Affiliates in their capacities as an Interest Rate Hedge Counterparty) and under the other Credit Documents, and each assignee of any such Lender Party or Affiliate hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender, Affiliate or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent Agent, respectively, by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB Administrative Agent is hereby appointed Auction Manager expressly authorized by such Lender Party and Affiliate, without hereby limiting any implied authority, (i) to receive on behalf of such Lender Party and Affiliate all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to such Lender Party and Affiliate hereunder, and promptly to distribute to such Lender Party and Affiliate its proper share of each payment so received; (ii) to give notice on behalf of such Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof Party and Affiliate of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and shall be entitled (iii) to distribute to such Lender and Affiliate copies of all notices, financial statements and other materials delivered by the benefits of Article XII, Loan Parties pursuant to this Agreement as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than received by the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. Each of The Trading Company and the Lenders Managing Owner hereby irrevocably appoints DB to act on its behalf appoint the Trading Advisor, and the Trading Advisor hereby accepts appointment, as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and Trading Company's limited attorney-in-fact to exercise such powers as are delegated discretion to invest and reinvest in Commodities during the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes term of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderamount of assets allocated to the Trading Advisor by the Managing Owner as set forth on Exhibit A hereto, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager such Exhibit A may be amended from time to time by written notice to Administrative Agent(the "Allocated Assets") on the terms and conditions and for the purposes set forth herein. The Managing Owner may adjust the amount of Allocated Assets once a week during each calendar month. In addition, and the Managing Owner also may adjust the Allocated Assets on any such replacement shall also be so authorized to act Business Day in such capacity. Each Lender agrees the event that the Auction Manager Trust receives cumulative subscriptions, exchanges or redemptions of Units during any month in an amount equal to 20% or greater of the Net Asset Value of the Series of which the proceeds are being invested in the Trading Company as of the most recent calendar month end. This limited power-of attorney is a continuing power and shall continue in effect with respect to the Trading Advisor until terminated hereunder. The Trading Advisor shall have solely sole authority and responsibility for independently directing the obligations investment and reinvestment in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each Commodities of the Lenders hereby irrevocably authorize each of Allocated Assets for the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions term of this Agreement pursuant to the trading programs, methods, systems, strategies which the Trust and the other Credit Documents and Managing Owner have selected to exercise such powers and perform such duties as are expressly delegated to such Agent be utilized by the terms of this Agreement and Trading Advisor in trading the other Credit DocumentsAllocated Assets as set forth on Exhibit A attached here to (the "Trading Approach"), together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except subject to the extent trading policies and limitations as set forth in this Section 12.01the Prospectus and attached hereto as Exhibit B (the "Trading Policies and Limitations"), Section 12.06 as the same may be modified from time to time and Section 12.07(b)provided in writing to the Trading Advisor. It is understood and agreed that the use The portion of the term “agent” herein Allocated Assets to be allocated by the Trading Advisor at any point in time to one or more of the various trading strategies comprising the Trading Approach will be determined as set forth in any other Credit Documents (the Prospectus or any other similar term) as otherwise agreed to with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine the Managing Owner, it being understood that trading gains and losses automatically will alter the agreed upon allocations. Upon receipt of any applicable Law. Instead such term is used as a matter new allocation, the Trading Advisor will determine and, if required, adjust its trading in light of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesthe new allocation.

Appointment. Each Subsidiary of the Lenders Parent that is or becomes a “Designated Borrower” pursuant to this Section 2.16 hereby irrevocably appoints DB the Borrower Representative to act on as its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and agent for all purposes of or relevant to this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Designated Borrower hereunder. Each Designated Borrower agrees that (i) the Borrower Representative may execute and deliver all Loan Documents and all other documents, instruments and certificates contemplated herein and all modifications hereto or thereto on behalf of such Designated Borrower as the Borrower Representative deems appropriate in its sole discretion and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with Designated Borrower shall be obligated by all of the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in Loan Document, document, instrument, certificate or modification executed on its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIbehalf, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (ii) any notice, demand, consent, acknowledgement, direction, certification or other than communication delivered by the Administrative Agent, Collateral Agent the L/C Issuer or any Lender to the Borrower Representative shall be deemed delivered to each Designated Borrower, and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent any notice or communication delivered by the terms Borrower Representative may be deemed delivered by or on behalf of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenderseach Designated Borrower, and neither (iii) the Administrative Agent, the L/C Issuer and each Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by the Borrower nor any other Credit Party shall have rights as a third party beneficiary Representative on behalf of any of the provisions of this Article XIILoan Parties. Any acknowledgment, except to the extent set forth in this Section 12.01consent, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary direction, certification or other implied (action which might otherwise be valid or express) obligations arising under agency doctrine of effective only if given to or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given to or taken only by the Borrower Representative, whether or not 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 partiesother Borrower joins therein.

Appointment. Each Class B Purchaser and each Agent hereby consents and agrees to the appointment of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated pursuant to the Administrative Agent or terms of the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderIndenture, and each Lender hereby such Class B Purchaser and Agent irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and as the Auction Manager) agent for such Class B Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. The Each Class B Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class B Purchaser under this Agreement, and each such Class B Purchaser irrevocably authorizes such Agent, as the agent for such Class B Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class B Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. To the extent that any provision of this Article are solely for 7 with respect to the benefit of the Agents relationship between an Agent and the Lenders, Class B Purchasers in its Purchaser Group conflicts with any agreement between such Class B Purchasers and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent such Agent set forth in this Section 12.01any agreement with respect to a Support Facility, Section 12.06 and Section 12.07(b). It is understood and agreed that the use terms of the term “agent” herein or in any such other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesagreement will control.

Appointment. Each The Lenders and the Lender Hedge Providers hereby appoint CIBC to act as their agent as herein specified and, except as may be specifically provided to the contrary herein, each of the Lenders and the Lender Hedge Providers hereby irrevocably appoints DB to act on its behalf authorizes CIBC, as the Administrative Agent agent of such Lender and the Collateral Agent hereunder and under the other Credit DocumentsLender Hedge Provider, and authorizes the Administrative Agent and the Collateral Agent to take such actions enter into on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to thereafter take such action on its behalf under or in connection with the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such the Agent by the terms of this Agreement thereof and the other Credit Documents, together with such other powers as are reasonably incidental theretothereto which it may be necessary for the Agent to exercise in order that the provisions of the Credit Documents are carried out. The provisions Lenders and the Lender Hedge Providers hereby acknowledge and agree that the Agent in its capacity as Agent and as Collateral Agent is the holder of this Article are solely an irrevocable power of attorney from the Lenders and the Lender Hedge Providers for the benefit purpose of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of holding any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Security or any other similar term) security granted by any Person with reference respect to the liabilities of the Borrowers under the Credit Documents, and the Agent hereby agrees to act in such capacity. The Agent may perform any of its duties under the Credit Documents by or through its agents and may delegate its duties to an Affiliate or a Subsidiary. The Lenders and the Lender Hedge Providers hereby acknowledge that CIBC is acting both as Agent hereunder and as Collateral Agent in accordance with the terms of the Intercreditor Agreement and acknowledge that if CIBC perceives any conflict in acting in both such capacities it may resign as Collateral Agent without resigning as Agent hereunder. The Borrowers will not be concerned to inquire whether the powers which the Agent is not intended purporting to connote any fiduciary exercise have become exercisable or other implied (otherwise as to the propriety or express) obligations arising under agency doctrine regularity of any applicable Law. Instead such term is used as a matter other action on the part of market customthe Agent, and is intended accordingly insofar as the Borrowers are concerned the Agent will for all purposes hereof be deemed to create or reflect only an administrative relationship between contracting partieshave authority from the Lenders and the Lender Hedge Providers to exercise the powers and take the actions which are in fact exercised and taken by it.

Appointment. Each of (a) In order to expedite the Lenders transactions contemplated by this Agreement, MUFG Bank, Ltd. is hereby irrevocably appoints DB appointed by the Lender Parties (other than the Administrative Agent) to act on its behalf as the Administrative Agent and The Bank of New York Mellon is hereby appointed by the Secured Parties (other than the Collateral Agent hereunder Agent) to act as the Collateral Agent. Each Lender Party (on behalf of itself in its capacity as a Lender Party and, as applicable, an Interest Rate Hedge Counterparty and, as applicable, its Affiliates in their capacities as an Interest Rate Hedge Counterparty) and under the other Credit Documents, and each assignee of any such Lender Party or Affiliate hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender, Affiliate or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent Agent, respectively, by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB Administrative Agent is hereby appointed Auction Manager expressly authorized by such Lender Party and Affiliate, without hereby limiting any implied authority, (i) to receive on behalf of such Lender Party and Affiliate all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to such Lender Party and Affiliate hereunder, and promptly to distribute to such Lender Party and Affiliate its proper share of each payment so received; (ii) to give notice on behalf of such Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof Party and Affiliate of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and shall be entitled (iii) to distribute to such Lender and Affiliate copies of all notices, financial statements and other materials delivered by the benefits of Article XII, Obligor Parties pursuant to this Agreement as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than received by the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. Each Class S Purchaser and each Agent hereby consents and agrees to the appointment of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated pursuant to the Administrative Agent or terms of the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderIndenture, and each Lender hereby such Class S Purchaser and Agent irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and as the Auction Manager) agent for such Class S Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. The Each Class S Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class S Purchaser under this Agreement, and each such Class S Purchaser irrevocably authorizes such Agent, as the agent for such Class S Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class S Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. To the extent that any provision of this Article are solely for 7 with respect to the benefit of the Agents relationship between an Agent and the Lenders, Class S Purchasers in its Purchaser Group conflicts with any agreement between such Class S Purchasers and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent such Agent set forth in this Section 12.01any agreement with respect to a Support Facility, Section 12.06 and Section 12.07(b). It is understood and agreed that the use terms of the term “agent” herein or in any such other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesagreement will control.

Appointment. Each Whenever (i) the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any applicable jurisdiction or to make any claim or bring any suit with respect to or in connection with the Indenture Estate, this Indenture, the Facility Lease, the Lessor Notes or any of the Lenders hereby irrevocably appoints DB to act on its behalf as transactions contemplated by the Administrative Agent and the Collateral Agent hereunder and under the other Credit Operative Documents, and authorizes (ii) the Administrative Agent and Indenture Trustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and interest of the other Credit Documents; provided, that Borrower Noteholders or (iii) a Majority in Interest of Noteholders deems it so necessary or prudent and shall have requested in writing the right Indenture Trustee to select do so, then in any such case the Indenture Trustee shall execute and appoint a replacement Auction Manager deliver from time to time all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by written notice the Indenture Trustee either to Administrative Agentact as additional trustee or trustees of all or any part of the Indenture Estate, jointly with the Indenture Trustee, or to act as separate trustee or trustees of all or any part of the Indenture Estate, in any such case with such powers as may be provided in such instruments or agreements, and any such replacement shall also be so authorized to act vest in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity bank, trust company or Person as such additional trustee or separate trustee, as the Auction Manager as are specifically described in this Agreement and shall be entitled case may be, any property, title, right or power of the Indenture Trustee deemed necessary or advisable by the Indenture Trustee, subject to the benefits remaining provisions of Article XII, as applicablethis Section 7.2. Each of The Owner Lessor hereby consents to all actions taken by the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf Indenture Trustee under the provisions of this Agreement Section 7.2 and agrees, upon the Indenture Trustee's request, to join in and execute, acknowledge and deliver any or all such instruments or agreements; and the other Credit Documents Owner Lessor hereby makes, constitutes and appoints the Indenture Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such instrument or agreement in the event that the Owner Lessor shall not itself execute and deliver the same within fifteen (15) days after receipt by it of such request so to do; provided, however, that the Indenture Trustee shall exercise due care in selecting any additional or separate trustee if such additional or separate trustee shall not be a Person possessing trust powers and perform under Applicable Law. If at any time the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to any such duties as are expressly delegated to law or take any such Agent action or shall be advised by such counsel that it is no longer so necessary or prudent in the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit interest of the Agents and Noteholders or in the Lenders, and neither Borrower nor any other Credit Party event that the Indenture Trustee shall have rights as been requested to do so in writing by a third party beneficiary Majority in Interest of Noteholders, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. In such connection, the Indenture Trustee may act on behalf of the provisions of Owner Lessor to the same extent as is provided above. Notwithstanding anything contained to the contrary in this Article XIISection 7.2(a), except to the extent set forth in this Section 12.01the laws of any jurisdiction preclude the Indenture Trustee from taking any action hereunder either alone, Section 12.06 jointly or through a separate trustee under the direction and Section 12.07(b). It is understood and agreed that the use control of the term “agent” herein or Indenture Trustee, the Owner Lessor, at the instruction of the Indenture Trustee, shall appoint a separate trustee for such jurisdiction, which separate trustee shall have full power and authority to take all action hereunder as to matters relating to such jurisdiction without the consent of the Indenture Trustee, but not subject to the same limitations in any other Credit Documents (or any other similar term) with reference exercise of his power and authority as those to any Agent which the Indenture Trustee 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 partiessubject.

Appointment. Each of the Holders and Lenders hereby irrevocably designates and appoints DB to act on its behalf Agent as the Administrative Agent administrative agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take collateral agent of such actions on its behalf and to exercise Holder or such powers as are delegated to the Administrative Agent Lender (or the Collateral Agent Holders or Lenders represented by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of it) under this Agreement and the other Credit Documents. DB is Transaction Documents for the term hereof (and Agent hereby appointed Auction Manager hereunderaccepts such appointment), and each such Holder and Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The provisions Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Transaction Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of this Article are solely the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby authorized, to (a) act as the disbursing and collecting agent for the benefit Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Agents Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the LendersHolders with respect to the Credit Parties and/or the Collateral, whether under the Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and neither Borrower nor cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Sections 12.5 and 12.9 shall apply to any collateral sub-agent described in the proviso to the immediately preceding sentence and its Related Parties in connection with their respective actions and activities described therein. Any reference to the Agent in this Agreement or the other Credit Party Transaction Documents shall have rights be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a third party beneficiary of any Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the provisions of this Article XIIAgent, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Lenders and Holders (except to the limited extent provided in Section 2.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other than as expressly set forth therein or any role as agent (except as expressly set forth in this Section 12.01Agreement and the other Transaction Documents), Section 12.06 and Section 12.07(b). It is understood and agreed that the use fiduciary or trustee of the term “agent” herein or in for any other Credit Documents (Lender, Holder or any other similar termPerson and (c) with reference to any Agent is not intended to connote any fiduciary shall have no implied functions, responsibilities, duties, obligations or other implied (or express) obligations arising liabilities under agency doctrine of any applicable Law. Instead such term is used as a matter of market customTransaction Document, and is intended each Lender and Holder, by accepting the benefits of the Transaction Documents, hereby waives and agrees not to create or reflect only an administrative relationship between contracting partiesassert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this sentence.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent and as the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions Without limiting the generality of the foregoing, each Lender hereby authorizes the Administrative Agent to enter into or accept each Security Document and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Article are solely Agreement on behalf of and for the benefit of the Agents Lenders and the Lendersother Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender agrees that it shall not take or institute any actions or proceedings, and neither judicial or otherwise, for any right or remedy with respect to any Collateral against the Borrower nor or any other Credit Loan Party shall have or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any document relating to Cash Management Obligations (including, in each case, the exercise of any right of setoff, rights as on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral of the Borrower or any other Loan Party, without the prior written consent of the Administrative Agent. In the event of a third party beneficiary foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or a sale of any of the provisions of this Article XII, except Collateral pursuant to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use 363 of the term “agent” herein or in any other Credit Documents (Bankruptcy Code, the Administrative Agent or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine Lender may be the purchaser of any applicable Law. Instead or all of such term is used Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a matter credit on account of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesthe purchase price for any Collateral payable by the Administrative Agent at such sale.

Appointment. Each of the Lenders Lender (and, if applicable, each other Secured Party) hereby irrevocably appoints DB to act on Chicago Atlantic as its behalf as the Administrative Agent and the Collateral Agent hereunder under and under the other for purposes of each Credit DocumentsDocument, and hereby authorizes the Administrative Agent and the Collateral Agent to take act on behalf of such actions on its behalf and Lender (or if applicable, each other Secured Party) under each Credit Document, and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by the Collateral Agent, to exercise such powers hereunder and thereunder as are specifically delegated to the Administrative Agent or required of the Collateral Agent by the terms hereof or and thereof, together with such actions and powers as are reasonably may be incidental thereto. Each Lender (and, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents if applicable, each other Secured Party) hereby appoints Chicago Atlantic as its Administrative Agent under and for purposes of this Agreement each Credit Document and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager Administrative Agent to act on behalf of such Lender (or, if applicable, each other Secured Party) under each Credit Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by the Administrative Agent, to exercise such powers hereunder and thereunder as its are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby designates and appoints each Agent as the agent of such Lender. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against any Agent. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement or any other Security Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Agents, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Agents, and (ii) in the event of a foreclosure by any of the Agents on any of the Collateral pursuant to a public or private sale or other Credit Documents; provideddisposition, that Borrower shall have any Agent or any Lender may be the right to select purchaser or licensor of any or all of such Collateral at any such sale or other disposition and appoint a replacement Auction Manager from time to time by written notice to Administrative each Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such replacement shall also be so authorized public sale, to use and apply any of the Obligations (including Obligations owed to any other Secured Party) as a credit on account of the purchase price for any Collateral payable by such Agent at such sale or other disposition. For the purposes of holding any hypothec granted pursuant to the laws of the Province of Quebec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Lenders (and, if applicable, each other Secured Party) hereby irrevocably appoints and authorizes Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of Collateral Agent, to act as the hypothecary representative of the present and future creditors as contemplated under Article 2692 of the Civil Code of Quebec (in such capacity. Each Lender agrees that , the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement “Hypothecary Representative”), and shall be entitled to the benefits of Article XIIenter into, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action and to hold on its behalf under the provisions of this Agreement their behalf, and the other Credit Documents for their benefit, any hypothec, and to exercise such powers and perform such duties that are conferred upon the Hypothecary Representative under any related deed of hypothec. The Hypothecary Representative shall: (i) have the sole and exclusive right and authority to exercise, except as are expressly delegated to such Agent may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Hypothecary Representative pursuant to any such deed of this Agreement hypothec and applicable law, and (ii) benefit from and be subject to all provisions hereof with respect to Agents mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and the Credit Parties. Any Person who becomes a Lender (and, if applicable, each other Credit DocumentsSecured Party) shall, together with by its execution of an Assignment and Acceptance, be deemed to have consented to and confirmed the Hypothecary Representative as the Person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender (and, if applicable, each other Secured Party), all actions taken by the Hypothecary Representative in such other powers as are reasonably incidental theretocapacity. The provisions substitution of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of Agent pursuant to the provisions of this Article XIISection 11 also constitutes the substitution of the Hypothecary Representative. Agent, except to acting as the extent set forth Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of Agent in this Section 12.01Agreement, Section 12.06 and Section 12.07(b). 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 which shall apply mutatis mutandis to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used Agents acting as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesHypothecary Representative.

Appointment. (a) Each member of the Lenders Gotham Group hereby irrevocably designates and appoints DB to act on its behalf The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the Administrative Agent and the Collateral Gotham Agent hereunder and under the other Credit DocumentsTransaction Documents to which the Gotham Agent is a party, and authorizes the Administrative Gotham Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to such the Gotham Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The Each member of the PARCO Group hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A., as PARCO Agent hereunder and under the other Transaction Documents to which the PARCO Agent is a party, and authorizes the PARCO Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the PARCO Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Xxxxxxxx Group hereby irrevocably designates and appoints BNP Paribas, acting through its New York Branch, as Xxxxxxxx Agent hereunder and under the other Transaction Documents to which the Xxxxxxxx Agent is a party, and authorizes the Xxxxxxxx Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Xxxxxxxx Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Atlantic Group hereby irrevocably designates and appoints Calyon New York Branch, as Atlantic Agent hereunder and under the other Transaction Documents to which the Atlantic Agent is a party, and authorizes the Atlantic Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Atlantic Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the CAFCO Group hereby irrevocably designates and appoints Citibank, N.A., as CAFCO Agent hereunder and under the other Transaction Documents to which the CAFCO Agent is a party, and authorizes the CAFCO Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the CAFCO Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each of the Lenders and the Co-Agents hereby irrevocably designates and appoints Citicorp North America, Inc. as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Article are solely for the benefit Agreement, none of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XIIduties or responsibilities, except to the extent those expressly set forth in this Section 12.01the Transaction Documents to which it is a party, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) fiduciary relationship with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customLender, and is intended to create no implied covenants, functions, responsibilities, duties, obligations or reflect only an administrative relationship between contracting partiesliabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, Deutsche Bank Trust Company Americas is hereby appointed to act as Administrative Agent and Collateral Agent and a Fronting Bank, Deutsche Bank Securities Inc. is hereby appointed to act as Sole Lead Arranger, Xxxxxxx Xxxxx Xxxxxx Inc. is hereby appointed to act as Syndication Agent and LaSalle Bank National Association is hereby appointed to act as Documentation Agent. Each of the Lenders and each assignee of any such Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf of such Lender or assignee or any Fronting Bank and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral 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, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager expressly authorized by the Lenders and each Fronting Bank, without hereby limiting any 107 implied authority, (a) to receive on behalf of the Lenders and such Fronting Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Fronting Bank hereunder, and promptly to distribute to each Lender or Fronting Bank 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 notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby authorizes expressly authorized to execute any and all documents (including releases) with respect to the Auction Manager to act Collateral and the rights of the Secured Parties with respect thereto, as its agent contemplated by and in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the Security Documents. In the event that any party other Credit Documents than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to exercise the Security Documents, all rights and remedies in respect of such powers and perform such duties as are expressly delegated to such Agent Collateral shall be controlled by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesCollateral Agent.

Appointment. Each of the The Lenders (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) hereby irrevocably appoints DB to act on its behalf designate and appoint Bank of America, N.A. as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and (for purposes of this Agreement Section 11 and Section 12.01, the term “Administrative Agent” also shall include Bank of America, N.A. in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIby entering into a Bank Product Agreement, as applicable. Each of the Lenders each Bank Product Provider hereby irrevocably authorize each of the Agents (other than authorizes, the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its respective duties hereunder by or through any one or more sub-agents appointed by it or through its Related Parties. The exculpatory provisions of this Article Section 11 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, as well as activities as Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Agents Administrative Agent and the LendersLenders and by entering into a Bank Product Agreement, each Bank Product Provider, and neither Borrower nor any other no Credit Party shall have rights as a third party beneficiary of any such provisions. The Administrative Agent shall not be responsible for the negligence or misconduct of the provisions of this Article XII, any sub-agent except to the extent set forth that a court of competent jurisdiction determines in this Section 12.01a final nonappealable judgment that the Administrative Agent acted with gross negligence, Section 12.06 bad faith or willful misconduct in the selection of such sub-agent. In performing its functions and Section 12.07(b)duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and each Bank Product Provider and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Administrative Borrower or any of its Subsidiaries. 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 any the 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 and each Bank Product Provider irrevocably appoints each other as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Creditors, in assets in which, in accordance with the UCC or any other applicable legal requirement a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

Appointment. Each of the Lenders Purchaser hereby irrevocably designates and appoints DB to act on its behalf Bank of America National Trust and Savings Association, as the Administrative Managing Facility Agent and the Collateral Agent hereunder and of such Purchaser under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, Purchase Documents and each Lender hereby such Purchaser irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof Bank of America National Trust and of the other Credit Documents; providedSavings Association, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIManaging Facility Agent for such Purchaser, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Purchase Documents and to exercise such powers and perform such duties as are expressly delegated to such the Managing Facility Agent by the terms of this Agreement and the other Credit Purchase Documents, together with such other powers as are reasonably incidental thereto. The provisions Each Purchaser hereby irrevocably designates and appoints each of Bank of America National Trust and Savings Association and UBS AG, Stamford Branch (as successor to Swiss Bank Corporation, Stamford Branch, as successor to Swiss Bank Corporation, New York Branch) as Administrative Agent under this Article are solely Agreement and the other Purchase Documents and to be, or continue to be, jointly or individually, the named party or the secured party for the benefit of the Agents Purchasers with respect to the Receivables and the Lendersrelated Aircraft and in and on all presently existing or hereafter executed financing statements, assignments and continuation statements, FAA Assignments and other FAA filings and similar filings in foreign jurisdictions and security interests granted under this Agreement or any predecessor agreement (including pursuant to Sections 11.11 and 11.12) relating to the Receivables and the related Aircraft. Each Administrative Agent shall act solely in accordance with the instructions of the Managing Facility Agent (including pursuant to Sections 11.10, 11.11 and 11.12) which in the case of the Old Administrative Agent shall be deemed to include any action taken by the Managing Facility Agent pursuant to a power of attorney granted by the Old Administrative Agent in favor of the Managing Facility Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Managing Facility Agent and each Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and neither Borrower nor any other Credit Party no implied covenants, functions, responsibilities, duties, obligations or liabilities shall have rights as a third party beneficiary of any of the provisions of be read into this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Agreement or any other similar term) with reference to any Purchase Document or otherwise exist against the Managing Facility 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 partieseither Administrative Agent.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) Xxxxx Fargo is hereby appointed to act as Administrative Agent and an Issuing Bank, (ii) Wachovia is hereby appointed to act as Syndication Agent and (iii) Bank of America, N.A. and JPMorgan Chase Bank, N.A., are hereby appointed to act as Documentation Agents. Each of the Lenders Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of LC Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender hereby authorizes the Auction Manager or such Issuing Bank its proper share of each payment so received; (b) to act as its agent in accordance with the terms hereof and give notice on behalf of each of the other Credit Documents; provided, that Borrower shall have Lenders and each of the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and Ancillary Lenders of any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and shall be entitled (c) to the benefits distribute to each Lender and each Ancillary Lender copies of Article XIIall notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than received by the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. Each Subject to the terms and conditions hereof, the Lessor hereby irrevocably designates and appoints the Construction Agent as its exclusive agent and as general contractor, and the Construction Agent accepts such appointment, in connection with the acquisition from time to time of the Lenders hereby irrevocably appoints DB Properties (provided, title to act on its behalf as the Administrative Agent Properties shall be held in the name of the Lessor) and the Collateral Agent hereunder development, acquisition, installation and under construction on the other Credit DocumentsLand and testing of the Improvements, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement Equipment and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes components of the Auction Manager to act as its agent Properties substantially in accordance with the Plans and Specifications, and pursuant to the terms hereof and of the Operative Agreements. Notwithstanding any provisions hereof or in any other Operative Agreement to the contrary, the Construction Agent acknowledges and agrees that the Lessor shall advance no more than the sum of the aggregate Commitment of the Lenders plus the aggregate amount of the Holder Commitments of the Holders in regard to the Properties (including without limitation for any and all Advances in the aggregate from the Lenders under the Credit DocumentsAgreement and from the Holders under the Trust Agreement). After the Construction Agent gains knowledge or a reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) for such Property or that Completion for any Property shall not occur on or prior to the Construction Period Termination Date, the Construction Agent shall promptly (and in any event within ten (10) days of gaining such knowledge or expectation) notify the Agent in writing of the same. If at any time prior to the Construction Period Termination Date, the Lessor or the Agent shall have (x) determined in its respective reasonable good faith judgment that (i) the sum of the Available Commitments and the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or (ii) Completion of one or more Properties shall not occur on or prior to the Construction Period Termination Date or (y) received any notice from the Construction Agent as referenced in the preceding provisions of this paragraph, then in any such case Lessor shall have the option (at the direction of the Agent with the consent of the Majority Secured Parties) to replace the Construction Agent with a new construction agent selected by the Lessor (at the direction of the Agent) to finalize the Completion of the Properties. The additional cost and expense incurred to finalize the Completion of the Properties as referenced in the preceding sentence shall be the responsibility of the Construction Agent and shall be payable by the Construction Agent as incurred upon five (5) days written notice from Lessor; provided, in no event shall the obligations of the Construction Agent for such costs and expenses exceed the Maximum Amount; provided, further, amounts expended by the Lessor to finalize the Completion of the Properties as referenced in the preceding sentence shall be added to the Property Cost. Costs in excess of each original Construction Budget (or any Construction Budget modified in accordance with the Operative Agreements) in each case as previously delivered to the Agent for each Property shall not be the responsibility of the Construction Agent but instead shall be advanced as Property Costs by the Lenders and the Holders to the extent, but only to the extent, that Borrower shall have (after taking into account such excess costs and any other items of excess cost which are then known to the right Construction Agent or are reasonable for the Construction Agent to select expect) the conditions precedent set forth in Section 5.4 of the Participation Agreement are satisfied. Subject to the Lenders and appoint the Holders not agreeing to continue making Advances in accordance with the provisions of the next paragraph and unless the Lessor has replaced the Construction Agent with a replacement Auction Manager new construction agent pursuant to the earlier provisions of this Section 2.1, in the event from time to time by (a) the Construction Agent gains knowledge or a reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) or that Completion for any Property shall not occur on or prior to the Construction Period Termination Date or (b) the Lessor or the Agent shall have determined in its respective reasonable good faith judgment that the sum of the Available Commitments and the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or that Completion of one or more Properties shall not occur on prior to the Construction Period Termination Date, the Construction Agent shall elect and comply (within ten (10) days of the Construction Agent gaining such knowledge or expectation or within ten (10) days of the Lessor or the Agent making such determination and giving written notice of the same to Administrative the Construction Agent, as referenced in subsections (a) and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Managerb) to take such action on its behalf under the provisions above of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar termparagraph) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine one 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.the

Appointment. Each of Lender and the Lenders Issuer hereby irrevocably appoints DB designates PNC to act on its behalf as the Administrative Agent for such Lender and the Collateral Agent hereunder and Issuer under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Other Loan Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes including, without limitation, the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity2010 Note Intercreditor Agreement. Each Lender agrees that and the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders Issuer hereby irrevocably authorize each of authorizes the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Other Loan Documents and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto and the Agent shall hold all Collateral, payments of principal and interest, fees, charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of the Secured Creditors. The Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes) the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability or which is contrary to this Agreement or the Other Loan Documents or applicable law unless the Agent is furnished with an indemnification reasonably satisfactory to the Agent with respect thereto. The Agent shall also act as the “collateral agent” under this Agreement and the Other Loan Documents, including, without limitation, the 2010 Note Intercreditor Agreement, and each of the Lenders and the Issuer hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender and Issuer for purposes of entering into the 2010 Note Intercreditor Agreement and for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent” and any agents or employees appointed by such Agent pursuant to this Section for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under this Agreement or the Other Loan Documents, or for exercising any rights and remedies thereunder at the direction of such Agent), shall be entitled to the benefits of all provisions of this Article are solely for the benefit of the Agents XIII and the Lenders, and neither Borrower nor any other Credit Party shall have rights Article XV as a third party beneficiary of any of the provisions of this Article XII, except to the extent if set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesrespect thereto.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent, (ii) Xxxxxx Xxxxxxx Senior Funding, Inc. is hereby appointed to act as a Syndication Agent and (iii) Bank of America, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, The Royal Bank of Scotland plc and Union Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., each is hereby appointed to act as Co-Documentation Agents. Each of the Lenders and each assignee of any such Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager expressly authorized by the Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower or any of its Restricted Subsidiaries pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Collateral Agent is hereby authorizes expressly authorized to execute any and all documents (including releases) with respect to the Auction Manager to act Collateral and the rights of the Secured Parties with respect thereto, as its agent contemplated by and in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents Security Documents, and to exercise all such powers rights and perform remedies in respect of such duties as are expressly delegated to such Agent Collateral shall be implemented by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesCollateral Agent.

Appointment. Each of the Lenders Holder hereby irrevocably appoints DB to act on the Agent as its behalf as the Administrative Agent and the Collateral Agent agent hereunder and under the other Credit Transaction Documents, and to act as the Collateral Agent on behalf of the Holders hereunder and under the other Transaction Documents, and in each case authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant . Any reference herein to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and Agent shall include the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations Agent in its capacity as Agent hereunder and as Collateral Agent under any Transaction Document. Each Holder does hereby make, constitute and appoint the Auction Manager Agent its true and lawful attorney-in-fact with full powers of substitution and resubstitution for such Holder and in its name, place and stead, in any and all capacities, to execute for such Holder and on its behalf any document or agreement for which the Agent is empowered to act on behalf of such Holder under this Section 13, granting to the Agent full power and authority to do and perform each act requisite and necessary to be done, as are specifically described fully to all intents and purposes as the Holder could do in this Agreement and person, provided that such power shall be entitled granted only to the benefits of Article XII, as applicableextent necessary to undertake the actions permitted to be done or taken by the Agent under this Section 13. Each of the Lenders Holders hereby irrevocably authorize authorizes, and each Holder of any Note by the Agents (other than acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its their behalf under the provisions of this Agreement and Agreement, the other Credit Transaction Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental hereto and thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of Agent may perform any of the provisions of this Article XIIits duties hereunder by or through its officers, except to the extent set forth in this Section 12.01directors, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customagents, and is intended to create or reflect only an administrative relationship between contracting parties.employees or

Appointment. Each of the Lenders Bank hereby irrevocably designates and appoints DB Scotiabank as Administrative Agent (such term as used in this Section 11 to include Scotiabank in its capacity as Collateral Agent), and NationsBank as Syndication Agent, for such Bank to act on its behalf as the Administrative Agent specified herein and the Collateral Agent hereunder and under in the other Credit Documents, and each such Bank hereby irrevocably authorizes Scotiabank as the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity NationsBank as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Syndication Agent, Collateral Agent and the Auction Manager) for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent or Syndication Agent or the Agents, as the case may be, by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions Administrative Agent and Syndication Agent each agrees to act as such upon the express conditions contained in this Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Syndication Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, or any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or Syndication Agent. Provisions of this Article Section 11 are solely for the benefit of the Agents Administrative Agent, the Syndication Agent and the LendersBanks, and neither Borrower nor any other no Credit Party shall have any rights as a third party beneficiary of any of the provisions of hereof. In performing its functions and duties under this Article XIIAgreement, except to the extent set forth in this Section 12.01, Section 12.06 Administrative Agent and Section 12.07(b). It is understood and agreed that the use Syndication Agent each shall act solely as agent of the term “agent” herein Banks and the Administrative Agent and Syndication Agent each does not assume and shall not be deemed to have assumed any obligation or in relationship of agency or trust with or for any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesParty.

Appointment. Each of With respect to the Lenders Tranche I Notes and the Sanmina Notes, each Purchaser hereby irrevocably appoints DB PS Capital LLC as agent and attorney-in-fact (the "AGENT"), for and on behalf of each such Purchaser, and Agent is irrevocably authorized and empowered to act on its behalf (i) enter into the security agreement with respect to the Tranche I Notes ("TRANCHE I SECURITY AGREEMENT") for the pro rata benefit of holders of the Tranche I Notes ("TRANCHE I HOLDERS") and enter into the security agreement with respect to the Sanmina Notes ("SANMINA SECURITY AGREEMENT") for the pro rata benefit of holders of the Sanmina Notes ("SANMINA HOLDERS"); hold the Collateral as defined in the Tranche I Security Agreement ("TRANCHE I COLLATERAL") for the pro rata benefit of the Tranche I Holders, and to hold the Collateral (as defined in the Sanmina Security Agreement ("SANMINA COLLATERAL")) for the pro rata benefit of the Sanmina Holders; (ii) exercise such authority, rights, powers, and duties hereunder as specifically are delegated to and accepted by the Agent hereunder; and (iii) take such other action in connection with the foregoing as the Administrative Agent Tranche I Holders and the Collateral Agent hereunder Sanmina Holders, respectively, may from time to time direct in accordance with the terms and under conditions of this Agreement, the other Credit DocumentsTranche I Notes and the Tranche I Security Agreement, and authorizes the Administrative Agent Sanmina Notes and the Sanmina Security Agreement, respectively. (For purposes of this Section 13: each of the Tranche I Holders and the Sanmina Holders shall be referred to as a "HOLDER"; each of the Tranche I Collateral and the Sanmina Collateral shall be referred to as the "COLLATERAL"; each of the Tranche I Notes and the Sanmina Notes shall be referred to as a "NOTE"; each of the Tranche I Security Agreement and the Sanmina Security Agreement shall be referred to as a "SECURITY AGREEMENT"; and, "REQUIRED HOLDERS" shall mean, with respect to either the Tranche I Notes or the Sanmina Notes, at any time, holders of such Notes having more than 50% of the outstanding unpaid principal amounts thereunder.) PS Capital LLC hereby accepts its appointment as Agent with respect to take such actions on its behalf the Notes, the Collateral and the Security Agreements and agrees to perform the duties of the Agent specified herein, and therein, respectively and to exercise such the powers as are delegated to the Administrative Agent or the Collateral Agent by granted hereby and thereby, in either case in accordance with the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiescase may be.

Appointment. Each of the Lenders Borrower hereby irrevocably designates and appoints DB Deutsche Bank Trust Company Americas to act on its behalf as the Administrative Agent depositary agent and the Collateral Agent hereunder and securities intermediary under the other Credit Documentsthis Agreement, and authorizes Depositary to execute, deliver and perform, on behalf of the Administrative Agent Secured Parties, this Agreement and the Collateral Agent to take such actions on its behalf of the Secured Parties under the provisions hereof and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers authority and perform such duties as are expressly delegated to such Agent Depositary by the terms of this Agreement and the other Credit DocumentsAgreement, together with such other powers and authority as are reasonably incidental thereto. Depositary hereby agrees to act as depositary agent and securities intermediary with respect to the Accounts and pursuant to this Agreement. The provisions other parties hereto hereby acknowledge that Depositary shall act as depositary agent, securities intermediary (as defined in Section 8-102(a)(14)(ii) of the UCC) and, if applicable, as a bank (as defined in Section 9-102(a)(8) of the UCC) with respect to the Accounts and pursuant to this Agreement. Negative Pledge. Depositary hereby agrees that it shall not grant, subject to the terms of this Article are solely for Agreement, any security interests in the benefit financial assets that it is obligated to maintain under this Agreement. Notwithstanding anything to the contrary, Depositary will not be required to comply with the preceding sentence if Depositary is required by a law, rule, regulation or request of a regulatory authority to grant any security interests in the financial assets that Depositary is obligated to maintain under this Agreement, provided that Depositary shall provide the Administrative Agent, the Collateral Agent and Borrower with written notice as soon as Depositary becomes aware of any such law, rule, regulation or request of a regulatory authority that would require Depositary to grant any security interests in the financial assets that Depositary is required to maintain under this Agreement. Subject to Section 4.5(b), Depositary hereby waives, to the fullest extent permitted by law, any Lien it may now have or subsequently acquire in respect of any Collateral, any right to apply any Collateral in satisfaction of any claims other than the claims of the Agents and Secured Parties in respect of the LendersLiens granted under the Collateral Documents, and neither Borrower nor any right to set off claims against Collateral other Credit Party shall have rights as a third party beneficiary than claims of any of Secured Party under the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesCollateral Documents.

Appointment. Each of the The Lenders hereby irrevocably appoints DB designate and appoint Wilmington Trust, National Association as Administrative Agent (for purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include Wilmington Trust, National Association in its capacity as Collateral Agent under the Security Documents) to act on its behalf as specified herein and in the other Credit Documents and hereby instruct the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of enter into this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders Lender hereby irrevocably authorize authorizes, and each holder of any Note by the Agents (other than acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of Administrative Agent may perform any of the provisions of this Article XIIits respective duties hereunder by or through its officers, except to the extent set forth in this Section 12.01directors, Section 12.06 and Section 12.07(b)agents, employees or affiliates. It is understood and agreed that the use of the term “agent” Notwithstanding anything herein or in any other Credit Documents Document to the contrary, the Administrative Agent shall not take any discretionary action (other than any such actions of a purely administrative or ministerial nature) or exercise any discretionary powers, including in each case any expressions of satisfaction, except such discretionary actions and powers exercised in the manner directed by the Required Lenders (or any such other similar term) with reference to any Agent is not intended to connote any fiduciary number or other implied (or express) obligations arising percentage of the Lenders as shall be necessary under agency doctrine Section 13.12(a)), and in the absence of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create direction shall refrain from taking any such discretionary actions or reflect only an administrative relationship between contracting partiesexercising any such discretionary powers.

Appointment. Each of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent By their execution and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes delivery of this Agreement Agreement, each Seller, other than KPCB, hereby appoints CAT as its true and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, lawful agent and each Lender hereby authorizes the Auction Manager attorney-in-fact to act as its agent the Seller Representative under this Agreement, the other Transaction Documents and the Definitive Loan Documents for and on behalf of such Seller in accordance with the terms hereof and conditions of this Article X, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement, the other Transaction Documents or the Definitive Loan Documents in the absolute discretion of the Seller Representative, and in general to do all things and to perform all acts including, without limitation, executing and delivering this Agreement, the other Credit Transaction Documents or the Definitive Loan Documents and any other agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the other Transaction Documents or the Definitive Loan Documents; provided. For purposes of this Article X and Section 11.9 only, that Borrower the terms “Seller” and “Sellers” shall not include KPCB. The Seller Representative shall have full power and authority to represent each and all of the Sellers and their successors with respect to all matters arising under this Agreement, the other Transaction Documents or the Definitive Loan Documents and the Transactions and Company Loan, and Buyer shall be entitled to rely on any and all actions, omissions, statements and instructions of the Seller Representative as the valid and duly authorized actions, omissions, statements and instructions of the Sellers. All actions taken by the Seller Representative hereunder and thereunder shall be binding upon all such Sellers and their successors as if expressly confirmed and ratified in writing by each of them, and no Seller shall have the right to select object, dissent, protest or otherwise contest the same. The Seller Representative shall take any and appoint a replacement Auction Manager from time to time by written notice to Administrative Agentall actions that it believes are necessary or appropriate under this Agreement, the other Transaction Documents or the Definitive Loan Documents for and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that on behalf of the Auction Manager shall have solely Sellers, as fully as if the obligations in its capacity Sellers were acting on their own behalf, including executing this Agreement, the other Transaction Documents and the Definitive Loan Documents as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIISeller Representative, as applicable. Each ; giving and receiving any notice or instruction permitted or required under this Agreement, the other Transaction Documents or the Definitive Loan Documents by the Seller Representative or any Seller; interpreting all of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent terms and the Auction Manager) to take such action on its behalf under the provisions of this Agreement Agreement, the other Transaction Documents and the Definitive Loan Documents; authorizing payments to be made with respect hereto or thereto; determining the amount of the Advisory Fee to be paid to Xxxxxxx Xxxxx & Co. and its Affiliates, the Company Expenses that have not been paid as of the Closing, if any, and the Flex Expenses, if any, to be paid to the agents and lenders pursuant to the Company Loan; paying the Advisory Fee, such unpaid Company Expenses and the Flex Expenses from the Aggregate Purchase Price paid to the Seller Representative at the Closing and deducting from the amount payable to each Seller pursuant to Section 2.2(c) an amount equal to the product of such Seller’s Transferred Percentage, multiplied by the sum of (x) the Advisory Fee, plus (y) such unpaid Company Expenses, if any, plus (z) the Flex Reserve, if any; obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other Credit obligations of or incurred by the Seller Representative in connection with this Agreement, the other Transaction Documents and the Definitive Loan Documents; defending all claims against the Sellers pursuant to Section 8.2; consenting to, compromising or settling all such claims; conducting negotiations with Buyer and its agents and Affiliates regarding such claims; dealing with Buyer under this Agreement, the other Transaction Documents and the Definitive Loan Documents with respect to all matters arising under this Agreement, the other Transaction Documents and the Definitive Loan Documents; taking any and all other actions specified in or contemplated by this Agreement, the other Transaction Documents and the Definitive Loan Documents; paying to each Seller promptly after the Flex Payment Termination Date an amount equal to the product of (x) the balance of the Flex Reserve as of such Flex Payment Termination Date, if any, plus any amount withheld as of the Closing in respect of the Company Expenses and not used to pay the Company Expenses as of the Closing, multiplied by (y) such Seller’s Transferred Percentage; and engaging counsel, accountants or other necessary parties in connection with the foregoing matters. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, the other Transaction Documents and the Definitive Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 consent to any Agent is not intended to connote any fiduciary waiver hereof or other implied (waiver or express) obligations arising under agency doctrine amendment thereof on behalf of any applicable Law. Instead all such term is used as a matter of market custom, Sellers and is intended to create or reflect only an administrative relationship between contracting partiessuch successors.

Appointment. Each of the (a) The Lenders hereby irrevocably appoints DB to act on its behalf designate and appoint Jefferies Finance as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and (for purposes of this Agreement Section 11 and Section 12.01, the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to term “Administrative Agent, and any such replacement ” also shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations include Jefferies Finance in its capacity as Collateral Agent pursuant to the Auction Manager as are specifically described in this Security Documents, the Initial Intercreditor Agreement and any Other Intercreditor Agreement) to act as specified herein and in the other Credit Documents and Jefferies Finance hereby accepts such designation and appointment. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be entitled deemed irrevocably to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder by or through its officers, directors, agents, sub-agents, employees or affiliates. Any sub-agent may perform any and all its duties and exercise its rights and powers by or through its directors, trustees, officers, employees, agents, advisors or affiliates. The exculpatory and indemnification provisions contained in this Section 11 shall apply to the Administrative Agent and any sub-agent and to their respective directors, trustees, officers, employees, agents, advisors and affiliates, and shall apply to their respective activities in connection with the syndication of the Term Loans, as well as activities as Agent or sub-agent, and shall apply, without limiting the foregoing, to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Agents shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. The provisions of this Article Section 11 are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other no Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesprovisions.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent as the agent of such Lender and Wilmington Trust Company as Collateral Agent of such Lender under this Agreement and the other Loan Documents and the Collateral Agent hereunder and under the other Credit DocumentsAgent, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIcapacities, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of Notwithstanding any provision to the contrary elsewhere in this Article are solely for Agreement, neither the benefit Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent, as applicable. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the Lendersrights of the Secured Parties with respect thereto, as contemplated by and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of in accordance with the provisions of this Article XIIAgreement and the Security Documents. Without limiting the foregoing, except each Lender irrevocably appoints the Collateral Agent to act as the extent set forth in this Section 12.01“Second Lien Collateral Agent” under the Intercreditor Agreement and authorizes and directs the Collateral Agent to execute, Section 12.06 deliver and Section 12.07(b). It is understood perform the Intercreditor Agreement on such Lender’s behalf and agreed that each such Lender agrees to be bound by the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesterms thereof.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, DBNY is hereby appointed to act as Administrative Agent (with each reference in this Article to Administrative Agent to include DBNY in its capacity as Collateral Agent). Each of the Lenders and each assignee of any such Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager 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 Term Loan Cs, all 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 of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing (i) the Agents are hereby authorizes expressly authorized to execute any and all documents (including releases) with respect to the Auction Manager to act Collateral and the rights of the Lender with respect thereto, as its agent contemplated by and in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Security Documents and (ii) in particular, DBNY as Administrative Agent or Collateral Agent is hereby expressly authorized to exercise execute the Bidco Pledges and any and all other documents (including releases) with respect to the Collateral thereunder and the rights of the Pledgees thereunder with respect thereto in the name of and on behalf of the Lenders as their attorney-in-fact (and each Lender appoints DBNY as such powers Lender's attorney-in-fact for such purposes and perform such duties DBNY is hereby released from the restrictions imposed by Section 181 of the German Civil Code (BGB)) as are expressly delegated to such Agent contemplated by and in accordance with the terms provisions of this Agreement and the Bidco Pledges. In the event that any party other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for than the benefit Lenders and the Agents shall participate in all or any portion of the Agents Collateral (under the Bidco Pledges) pursuant to the Bidco Pledges, all rights and remedies in respect of such Collateral shall be controlled by the Administrative Agent and the Lenders, and neither Borrower nor any other Credit Party shall have rights Collateral Agent as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b)the Bidco Pledges. It is understood and agreed No Person that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote an Agent shall have any fiduciary duties or other implied (or express) obligations arising responsibilities 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 partiesthis Agreement.

Appointment. Each of the Lenders Purchaser hereby irrevocably designates and appoints DB to act on its behalf Bank of America, N.A., as the Administrative Managing Facility Agent and the Collateral Agent hereunder and of such Purchaser under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, Purchase Documents and each Lender hereby such Purchaser irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and Bank of the other Credit Documents; providedAmerica, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative AgentN.A., and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIManaging Facility Agent for such Purchaser, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Purchase Documents and to exercise such powers and perform such duties as are expressly delegated to such the Managing Facility Agent by the terms of this Agreement and the other Credit Purchase Documents, together with such other powers as are reasonably incidental thereto. The provisions Each Purchaser hereby irrevocably designates and appoints each of Bank of America, N.A. and UBS AG, Stamford Branch (as successor to Swiss Bank Corporation, Stamford Branch, as successor to Swiss Bank Corporation, New York Branch) as Administrative Agent under this Article are solely Agreement and the other Purchase Documents and to be, or continue to be, jointly or individually, the named party or the secured party for the benefit of the Agents Purchasers with respect to the Receivables and the Lendersrelated Aircraft and in and on all presently existing or hereafter executed financing statements, assignments and continuation statements, FAA Assignments and other FAA filings and similar filings in foreign jurisdictions and security interests granted under this Agreement or any predecessor agreement (including pursuant to Sections 11.11 and 11.12) relating to the Receivables and the related Aircraft. Each Administrative Agent shall act solely in accordance with the instructions of the Managing Facility Agent (including pursuant to Sections 11.10, 11.11 and 11.12) which in the case of the Old Administrative Agent shall be deemed to include any action taken by the Managing Facility Agent pursuant to a power of attorney granted by the Old Administrative Agent in favor of the Managing Facility Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Managing Facility Agent and each Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and neither Borrower nor any other Credit Party no implied covenants, functions, responsibilities, duties, obligations or liabilities shall have rights as a third party beneficiary of any of the provisions of be read into this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Agreement or any other similar term) with reference to any Purchase Document or otherwise exist against the Managing Facility 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 partieseither Administrative Agent.

Appointment. Each On the basis of the Lenders representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby irrevocably appoints DB appointed the exclusive agent of the Company during the Offering Period (as defined herein) for the purpose of finding subscribers for sale of up to act $3,000,000 of Units on a "best efforts" basis. The Placement Agent may, in its behalf sole discretion, appoint participating agents to offer and sell the Units as subagents of the Administrative Placement Agent (the "Participating Agents") pursuant a certain dealer agreement between the Placement Agent and each Participating Agent ("Dealer Agreement"). A minimum purchase of three Unit per investor is required, unless the Collateral Company and Placement Agent hereunder agree to allow a minimum purchase of one or two Units per investor, provided, in no case, shall any fractional Units be sold in the Offering. The Placement Agent acknowledges that the Company may limit its acceptance of subscriptions in any manner it deems prudent in order to provide for the timely use of subscriber funds and under the other Credit Documentsmay reject any subscription for any reason, and authorizes the Administrative Placement Agent agrees that any such rejection of a subscription obtained by the Placement Agent or by the Participating Agents shall be deemed not to be a sale made by the Placement Agent or by the Participating Agents. The Placement Agent further acknowledges that (i) all wire transfers of subscription funds will be sent to a segregated account maintained by the Company at Xxxxxx Street State Bank ("Segregated Account"), (ii) all subscribers' checks shall be made payable to and deposited into the Collateral Agent Segregated Account, (iii) all subscribers' check will be transmitted directly to take such actions on its behalf and to exercise such powers as are delegated to Xxxxxx Street State Bank by noon of the Administrative next business day after receipt by the Placement Agent or the Collateral Agent Participating Agents, (iv) all executed subscription documents shall be promptly sent to the Placement Agent, (v) no funds shall be disbursed from the Segregated Account until such time as the subscription has been accepted by the terms hereof or thereof, together with such actions Company and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with approved by the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Placement Agent, and any such replacement (vi) Xxxxxx Street State Bank shall also be so authorized to act in such capacity. Each Lender agrees that disburse funds from the Auction Manager shall have solely Segregated Account only upon the obligations in its capacity as written direction signed by the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent Company and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesPlacement Agent.

Appointment. Each of the (a) The Lenders hereby irrevocably appoints DB to act on its behalf designate and appoint CIT as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and (for purposes of this Agreement Section 12 and Section 13.01, the term “Administrative Agent” also shall include CIT in its capacity as Collateral Agent pursuant to the Security Documents, the Intercreditor Agreements and the other Credit Documents) to act as specified herein and in the other Credit Documents and CIT hereby accepts such designation and appointment. DB is Each Lender hereby appointed Auction Manager hereunderirrevocably authorizes, and each Lender hereby authorizes holder of any Note by the Auction Manager to act as its agent in accordance with the terms hereof and acceptance of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and Note shall be entitled deemed irrevocably to the benefits of Article XIIauthorize, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder by or through its officers, directors, agents, sub-agents, employees or affiliates. Any sub-agent may perform any and all its duties and exercise its rights and powers by or through its directors, trustees, officers, employees, agents, advisors or affiliates. The exculpatory and indemnification provisions contained in this Section 12 shall apply to the Administrative Agent and any sub-agent and to their respective directors, trustees, officers, employees, agents, advisors and affiliates, and shall apply to their respective activities in connection with the syndication of the Loans, as well as activities as Agent or sub-agent, and shall apply, without limiting the foregoing, to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Agents shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. The provisions of this Article Section 12 are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other no Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesprovisions.

Appointment. Each Acting upon authority granted to it by the Issuing Bank, on behalf of the Lenders hereby irrevocably appoints DB to act Issuing Bank as well as on its behalf own behalf, NetSpend hereby appoints (i) Liberty Tax to provide retail distribution services as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes set forth in Section 2 of this Agreement and (ii) each franchisee of Liberty Tax that elects to participate in the other Credit DocumentsCard Program (each, a “Franchisee”) by entering into an agreement with Liberty Tax in the form attached hereto as Exhibit A (the “Franchisee Card Program Agreement”) to provide retail distribution services as set forth in the applicable Franchisee Card Program Agreement. DB is hereby appointed Auction Manager hereunderLiberty Tax shall offer each of its franchisees the ability to participate in the Card Program and shall cause each of its own retail locations to participate in the Card Program. Liberty Tax shall be responsible for the performance of all of the Franchisees under the Franchisee Card Program Agreements, and each Lender hereby authorizes the Auction Manager NetSpend may, in its sole discretion, look solely to act as its agent in accordance Liberty Tax with respect to any failure by any Franchisee to comply with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacityapplicable Franchisee Card Program Agreement. Each Lender agrees The Parties acknowledge that the Auction Manager shall have solely Bank Agreement provides that certain terms of Franchisee’s and Liberty Tax’s appointment as agents for the obligations in its capacity Issuing Bank and as the Auction Manager as are specifically described in this Agreement and agents for NetSpend shall be entitled governed and administered pursuant to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit Franchisee Card Program Agreements and that any rights and obligations imposed upon either of the Agents Parties or Franchisee under the Bank Agreement shall be supplemental to and not in lieu of (and shall not supersede) those imposed under this Agreement and the LendersFranchisee Card Program Agreements. It is also acknowledged that, and neither Borrower nor any other Credit Party shall have rights as referenced in the Bank Agreement, the Issuing Bank is a third third-party beneficiary of certain rights granted under this Agreement to NetSpend in certain circumstances. Except as otherwise expressly provided in the Bank Agreement, the foregoing limited grant of third party rights to the Issuing Bank under the Bank Agreement shall not be deemed to impose upon the Issuing Bank any of the provisions obligations of NetSpend under this Agreement, and Liberty Tax agrees that, except as otherwise provided in the Bank Agreement, its exclusive remedy upon any breach of this Article XII, except Agreement by NetSpend shall be to seek redress from NetSpend or its successors in the manner provided by law and this Agreement. To the extent set forth in that Liberty Tax provides Tax Services through its own retail locations or “company-owned stores”, the obligations of a Franchisee under this Section 12.01, Section 12.06 and Section 12.07(b)Agreement shall be deemed to apply to Liberty Tax as if Liberty Tax were a “Franchisee” hereunder. It is understood and agreed that the use The obligations of the term “agent” all other Franchisees shall be governed exclusively by their respective Franchisee Card Program Agreements. Each retail location of a Franchisee shall be referred to herein or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties“Franchisee Location.”

Appointment. (a) Each of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent (for itself and the Collateral Agent hereunder on behalf of each Lender), each Secured Debt Representative under any Secured Credit Facility, each Interest Rate Hedge Bank, each Eligible Commodity Hedging Counterparty and under the other Credit Documents, each Treasury Services Provider hereby appoints and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager Trustee to act as its agent Collateral Trustee in accordance with the terms hereof and of the other Credit Financing Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized . The Collateral Trustee hereby agrees to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as such upon the Auction Manager as are specifically described in this Agreement express conditions contained herein and shall be entitled to the benefits of Article XIIother Financing Documents, as applicable. In performing its functions and duties hereunder, the Collateral Trustee shall act solely as an agent of the Secured Parties and does not assume and shall not be deemed to have assumed any obligation towards, or relationship of agency or trust with or for, any Loan Party. Each of the Lenders Administrative Agent (for itself and on behalf of each Lender), each Interest Rate Hedge Bank, each Eligible Commodity Hedging Counterparty, each Secured Debt Representative under any Secured Credit Facility and each Treasury Services Provider hereby irrevocably authorize each of authorizes the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) Trustee to take such action on its their behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers powers, rights and perform such duties remedies hereunder and under the other Financing Documents as are expressly specifically delegated or granted to such Agent the Collateral Trustee by the terms of this Agreement hereof and the other Credit Documentsthereof, together with such other powers powers, rights and remedies as are reasonably incidental thereto. The provisions of this Article Collateral Trustee shall have only those duties and responsibilities that are solely for the benefit of the Agents expressly specified herein and the Lendersother Financing Documents. The Collateral Trustee may exercise such powers, rights and neither Borrower nor any other Credit Party remedies and perform such duties by or through its agents or employees. The Collateral Trustee shall have rights as a third party beneficiary of not have, by reason hereof or any of the provisions other Financing Documents, a fiduciary relationship in respect of this Article XIIany Secured Party, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use nothing herein or any of the term “agent” herein other Financing Documents, expressed or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customimplied, and is intended to create or reflect only an administrative relationship between contracting partiesshall be so construed as to impose upon the Collateral Trustee any obligations in respect hereof or any of the other Financing Documents except as expressly set forth herein or therein.

Appointment. Each of the Lenders hereby irrevocably appoints DB to act on the Agent as its behalf as the Administrative Agent and the Collateral Agent agent hereunder and under the other Credit Loan Documents, and to act as the Collateral Agent on behalf of the Lenders hereunder and under the other Loan Documents, and in each case authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant . Any reference herein to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and Agent shall include the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations Agent in its capacity as Agent hereunder and as Collateral Agent (or fondé de pouvoir where a Security Agreement is governed by the Auction Manager laws of the Province of Québec) under any Loan Document. Each Lender does hereby make, constitute and appoint the Agent its true and lawful attorney-in-fact with full powers of substitution and resubstitution for such Lender and in its name, place and stead, in any and all capacities, to execute for such Lender and on its behalf any document or agreement for which the Agent is empowered to act on behalf of such Lender under this Section 23, granting to the Agent full power and authority to do and perform each act requisite and necessary to be done, as are specifically described fully to all intents and purposes as the Lender could do in this Agreement and person, provided that such power shall be entitled granted only to the benefits of Article XII, as applicableextent necessary to undertake the actions permitted to be done or taken by the Agent under this Section 23. Each of the Lenders hereby irrevocably authorize authorizes, and each holder of any Note by the Agents (other than acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its their behalf under the provisions of this Agreement and Agreement, the other Credit Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental hereto and thereto. The Agent may perform any of its duties hereunder by or through its officers, directors, agents, employees or affiliates. The Agent shall not have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Lender or any Principal Company, and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein. Each Lender hereby accepts the pledges, mortgages and fiduciary assignments created for its benefit under the Security Agreements and empowers the Agent to enter into such agreements and act as Collateral Agent on behalf and for the benefit of each Lender. The provisions of this Article Section 23 are solely for the benefit of the Agents Agent and the Lenders, and neither Borrower nor no Principal Company or any other Credit Party of the Subsidiaries or Affiliates of such Principal Company shall have any rights as a third party beneficiary of any of the provisions of hereof. In performing its functions and duties under this Article XIIAgreement, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use Agent shall act solely as agent of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference Lenders and the Agent does not assume and shall not be deemed to any Agent is not intended to connote have assumed any fiduciary relationship or other implied (obligation or express) obligations arising under relationship of agency doctrine or trust with any Principal Company or for any of any applicable Lawtheir Subsidiaries or Affiliates. 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.Third Amended & Restated Credit Agreement

Appointment. Each of You hereby join the Lenders hereby irrevocably appoints DB to act on its behalf Other Purchaser in appointing Phoenix Home Life Mutual Insurance Company as the Administrative Agent and the Collateral Agent (the "Collateral Agent") under each of the Security Agreements and the Pledge Agreements. The Collateral Agent, by executing and delivering a copy of the Note Purchase Agreement accepts such appointment. Upon 30 days prior written notice to the holders of Notes, the Collateral Agent may resign from its position and responsibilities hereunder and under the Security Agreements and Pledge Agreements. Upon any such notice of resignation, the Required Holders shall appoint a successor Collateral Agent or an institutional trustee under Section 25.4. If a successor collateral Agent or institutional trustee under Section 25.4 shall not have been appointed within said 30 day period, the resigning collateral Agent's resignation shall be postponed until the Required Holders shall have appointed a successor Collateral Agent or institutional trustee under Section 25.4. the resigning Collateral Agent shall, upon receipt of written instructions from the Required Holders, promptly deliver all collateral and Pledged Stock Collateral then in its possession to such successor Collateral Agent or such institutional trustee and shall execute and deliver any and all such further instruments and documents and take such further actions as may be reasonably required by the Required Holders to effect such transfer and shall thereafter be discharged from all of its obligations hereunder and under the other Credit Financing Documents. The collateral Agent shall not be obligated to take any action hereunder, and authorizes under the Administrative Agent Security Agreements, under the Pledge Agreements, under the Intercreditor Agreement or under the other Financing Documents unless directed in writing by the Required Holders and the Collateral Agent may require that a satisfactory indemnity bond be furnished for the reimbursement o fall expenses which it incurs and to protect it against all liability by reason of any action so taken, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct. The Collateral Agent shall not be obligated to follow any such written instructions or to take any such actions on its behalf and to exercise such powers as are delegated action to the Administrative extent that such instructions or actions are, in the good faith judgment of the Collateral Agent, in conflict with any provision of law, this Agreement or the other Financing Documents. The Collateral Agent may execute any of the rights or powers and perform any duty hereunder either directly or through agents or attorney-in-fact. The collateral Agent shall not be responsible for the negligence or misconduct of any Agent or attorney-in-fact selected by it without gross negligence or willful misconduct. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Financial Documents to which it is a party. The duties of the Collateral Agent shall be mechanical and administrative in nature and the Collateral Agent shall not have, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes reason of this Agreement or any other Financing Agreement to which it is a party, a fiduciary relationship in respect of any holder of Notes. The Collateral Agent shall not be responsible to any holder of Notes for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement, any other Financing document or any document or instrument related hereto (individually, a "Related Document" and, collectively, the "Related Documents"). Neither the Collateral Agent nor any of its officers, directors, employees, agents, investigators, consultants, attorneys-in-fact or affiliates shall be liable to any holder of Notes for any action taken or omitted hereunder or under any Related Document or in connection herewith or hereunder unless, but only to the extent, caused by its or their gross negligence or willful misconduct. If the Collateral Agent shall reject instructions from the holders of Notes with respect to any act or action (including the failure to take an action) in connection with this Agreement or any Related Document, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received instructions from the Required Holders and the other Credit Documentsconditions set forth in this paragraph in respect thereof have been satisfied. DB is hereby appointed Auction Manager hereunderWithout limiting the generality of the foregoing, the Collateral Agent: (a) may consult with legal counsel, independent public accountants, appraisers, and each Lender hereby authorizes the Auction Manager other experts and shall not be liable for any action taken or omitted to act as its agent be taken in good faith in accordance with the terms hereof and advice of the other Credit Documents; providedsuch counsel, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agentaccountants, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIappraisers, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.experts and

Appointment. Each Class C Purchaser and each Agent hereby consents and agrees to the appointment of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated pursuant to the Administrative Agent or terms of the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderIndenture, and each Lender hereby such Class C Purchaser and Agent irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and as the Auction Manager) agent for such Class C Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. The Each Class C Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class C Purchaser under this Agreement, and each such Class C Purchaser irrevocably authorizes such Agent, as the agent for such Class C Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class C Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. To the extent that any provision of this Article are solely for 7 with respect to the benefit of the Agents relationship between an Agent and the Lenders, Class C Purchasers in its Purchaser Group conflicts with any agreement between such Class C Purchasers and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent such Agent set forth in this Section 12.01any agreement with respect to a Support Facility, Section 12.06 and Section 12.07(b). It is understood and agreed that the use terms of the term “agent” herein or in any such other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesagreement will control.

Appointment. Each of the Lenders Second Lien Secured Parties hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Controlling Collateral Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto, including pursuant to regulatory requirements . Each of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby Second Lien Secured Parties also authorizes the Auction Manager Controlling Collateral Agent, at the request of the Borrower, to act if applicable, execute and deliver the Second Lien Intercreditor Agreement in the capacity as its agent “Designated Senior Representative,” or the equivalent agent, however referred to for the Second Lien Secured Parties under such agreement 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, the Designated Senior Representative by the terms hereof and of the other Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. 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 Second Lien Security Documents; provided, that Borrower shall have or for exercising any rights and remedies thereunder or under any of the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Other Intercreditor Agreements at the direction of the Controlling Collateral Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each all provisions of this Section 4.02 and Section 12 of the Lenders hereby irrevocably authorize Credit Agreement and the equivalent provision of any Additional Second Lien 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 Agents (other than the Administrative Second Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and the Auction Manager) effect actions taken or intended to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent be taken by the terms Controlling Collateral Agent pursuant to this Section 4.02, such cooperation to include execution and delivery of this Agreement notices, instruments and the other Credit Documents, together with such other powers documents as are reasonably incidental thereto. The provisions of this Article are solely for deemed necessary by the benefit of the Agents and the LendersControlling Collateral Agent to effect such actions, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or joining in any other Credit Documents (action, motion or any other similar term) with reference to any proceeding initiated by the Controlling Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead for such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiespurposes.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx Bank USA, Royal Bank of Canada, SunTrust Bank, UBS Securities LLC and Xxxxx Fargo Securities, LLC as the Syndication Agents of such Lender under this Amended Agreement and acknowledges that the Syndication Agents, in their respective capacity as such, shall have no duties or liabilities under the Credit Documents. Each Lender hereby irrevocably designates and appoints Xxxxxx Xxxxxxx MUFG Loan Partners, LLC, The Royal Bank of Scotland plc and TD Bank, N.A. as the Documentation Agents of such Lender under this Amended Agreement and acknowledges that the Documentation Agents, in their respective capacity as such, shall have no duties or liabilities under the Credit Documents. Each Lender hereby irrevocably designates and appoints JPMCB as the Administrative Agent under this Amended Agreement and the Collateral Agent hereunder and under the other Credit Documents, and irrevocably authorizes the JPMCB as Administrative Agent and the Collateral Agent to take for such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of Notwithstanding any provision to the contrary elsewhere in this Article are solely for the benefit Amended Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the LendersCredit Documents or otherwise exist against any Agent. The Borrower and each other Credit Party acknowledges and agrees that the Agents, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties and their respective Affiliates, and neither any Agent nor any Lender has any obligation to disclose any of such interests to the Borrower nor or any other Credit Party shall have rights as a third party beneficiary of or any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.their respective Affiliates

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent and as the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Each Lender (a) irrevocably designates and appoints the Agents as the agents of such Lender to enter into and execute, on its behalf, a Sharing Agreement, (b) hereby authorizes and consents to the Administrative Agent acting under and with respect to any such Sharing Agreement, and (c) agrees to be bound by the terms of such Sharing Agreement. Each Multicurrency Lender hereby irrevocably designates and appoints the Multicurrency Administrative Agent as the agent of such Multicurrency Lender under this Agreement and the Lendersother Loan Documents, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of each such Multicurrency Lender irrevocably authorizes the Multicurrency Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Article XIIAgreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Multicurrency Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Multicurrency Administrative Agent shall have any duties or responsibilities, except to the extent those expressly set forth in herein, or any fiduciary relationship with any Lender, Multicurrency Lender and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Agreement or any other similar term) with reference to any Loan Document or otherwise exist against the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesthe Multicurrency Administrative Agent.

Appointment. Each RBC Capital Markets, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. are each hereby appointed as Co-Syndication Agents hereunder, and each Lender hereby authorizes each of the Lenders hereby irrevocably appoints DB RBC Capital Markets, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. to act on its behalf as Co-Syndication Agents in accordance with the terms hereof and the other Loan Documents. Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, Loan Documents and each Lender hereby authorizes Barclays Bank to act as the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Loan Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article Section 9 (other than as expressly provided herein) are solely for the benefit of the Agents and the Lenders, Lenders and neither Borrower nor any other Credit no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b9 (other than as expressly provided herein). It is In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, the Borrower or any of its Subsidiaries. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Lead Arrangers and the Co-Syndication Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that the use each of the term “agent” Lead Arrangers and the Co-Syndication Agents shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein or and in any the other Credit Loan Documents (or any and all of the other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine benefits 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 partiesthis Section 9.

Appointment. Each of the Lenders Purchaser hereby irrevocably designates and appoints DB to act on its behalf MUFG Union Bank, N.A., as the Administrative Agent and the First Lien Collateral Agent hereunder and under this Agreement, the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Intercreditor Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderFirst Lien Security Documents and irrevocably authorizes and directs MUFG Union Bank, and each Lender hereby authorizes N.A., in the Auction Manager to act as its agent in accordance with capacity of First Lien Collateral Agent, for the terms hereof and benefit of the other Credit Documents; providedSecured Parties, that Borrower shall have to (a) execute, deliver and perform the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agentobligations, if any, of the First Lien Collateral Agent under this Agreement, the Intercreditor Agreement, each First Lien Security Document and any such replacement shall also be so authorized to act ancillary documents delivered in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIconnection herewith or therewith, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Managerb) to take such action on its behalf under the provisions of this Agreement Agreement, the Intercreditor Agreement, each First Lien Security Document and the other Credit Documents such ancillary documents and to (c) exercise such powers and perform such duties as are expressly delegated to such the First Lien Collateral Agent by the terms of this Agreement Agreement, the Intercreditor Agreement, each First Lien Security Document and the other Credit Documents, such ancillary documents together with such other powers as are reasonably incidental thereto. The provisions of Notwithstanding any provision to the contrary elsewhere in this Article are solely for Agreement or the benefit of Intercreditor Agreement, the Agents First Lien Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, in the Intercreditor Agreement, in the First Lien Security Documents and the Lendersin such ancillary documents delivered in connection herewith or therewith, and neither Borrower nor no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the Intercreditor Agreement, any other Credit Party shall have rights First Lien Security Document or such ancillary documents, or otherwise exist against the First Lien Collateral Agent. Except as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.011.4, Section 12.06 12.3(b) and Section 12.07(b). It is understood and agreed that the use Intercreditor Agreement, the holders of the term “agent” herein Subordinate Notes will have no rights to direct the First Lien Collateral Agent at any time to waive an Event of Default, take any Act of Required Secured Parties (as defined in the Intercreditor Agreement) or exercise any rights or remedies with respect to the Collateral in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine respect of any applicable Law. Instead such term is used as a matter Event of market customDefault, and is intended to create the holders of the Subordinate Notes will be bound in all respects by any decisions made or reflect only an administrative relationship between contracting partiesactions taken by the holders of the Senior Notes then outstanding or by the First Lien Collateral Agent at the direction of such holders of the Senior Notes.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf Citibank as the Administrative Agent and the Collateral Agent hereunder BTM as Issuing Bank to act as specified herein and under in the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take each such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIAgents, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agentan agent for such Lender, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Agents shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Agents. The provisions of this Article Section 10.1 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor shall not have any other Credit Party shall have rights as a third third-party beneficiary of any the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, each Agent shall act solely as an agent of the provisions Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of this Article XII, except to agency or trust with or for the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b)Borrower. It is understood and agreed that the use of the term “agent” Notwithstanding anything herein or in any other of the Credit Documents (or any other similar term) with reference to any Agent the contrary, no Lender that 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 listed as a matter "Co-Documentation Agent", a "Co-Managing Agent" or a "Co-Agent" (if any) herein shall have any functions, duties, obligations, responsibilities or liabilities, or serve in any capacity, hereunder or under any of market customthe Credit Documents except as a Lender in accordance with the terms of the Credit Documents. The Administrative Agent shall, and is intended upon receipt thereof from the Borrower, promptly deliver to create or reflect only an administrative relationship between contracting partiesthe Lenders copies of the financial statements received pursuant to Section 7.1.

Appointment. Each Lender (and each subsequent holder of any Note by its acceptance thereof) hereby irrevocably appoints and authorizes CIT, in its capacity as Agent (i) to receive on behalf of each Lender any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder for the account of the Lenders hereby irrevocably appoints DB and paid to act the Agent, and, subject to Section 2.03 hereof, to distribute promptly to each Lender its pro rata share of all payments so received, (ii) to distribute to each Lender copies of all material notices and agreements received by the Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agent shall not have any liability to the Lenders for the Agent's inadvertent failure to distribute any such notice or agreements to the Lenders, and (iii) subject to Section 10.03 hereof, to take such action as the Agent deems appropriate on its behalf as to administer the Administrative Agent Loans, Letters of Credit and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf Loan Documents and to exercise such other powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereofthe Loan Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such actions and powers as are reasonably incidental thereto, including pursuant thereto to regulatory requirements of carry out the purposes hereof and thereof. As to any Gaming Authority consistent with the intents and purposes of matters not expressly provided for by this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderLoan Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and such instructions of the other Credit DocumentsMajority Lenders shall be binding upon all Lenders and all holders of Notes; provided, however, that Borrower the Letter of Credit Issuer shall have not be required to refuse to honor a drawing under any Letter of Credit and the right Agent shall not be required to select and appoint a replacement Auction Manager from time to time by written notice to Administrative take any action which, in the reasonable opinion of the Agent, and any such replacement shall also be so authorized exposes the Agent to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in liability or which is contrary to this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary Loan Document 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 partieslaw.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as each of the Administrative Agent and the Collateral Agent hereunder as agent of such Lender under this Agreement and under the other Credit Loan Documents and the Mortgage Trustee as security trustee of such Lender under this Agreement and the other Loan Documents, and . Each Lender hereby irrevocable authorizes each of the Administrative Collateral Agent and the Collateral Agent Administrative Agent, in its capacity as agent, and the Mortgage Trustee, in its capacity as security trustee, through their respective agents or employees, to take such actions on its their behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated designated to such the Collateral Agent, the Administrative Agent and/or the Mortgage Trustee, as the case may be, by the terms of this Agreement and the other Credit Loan Documents, together with such other actions and powers as are reasonably incidental incident thereto. The provisions of this Article are solely Mortgage Trustee does hereby declare that it will hold as such trustee in trust for the equal and proportionate benefit and security of each of the Agents Secured Parties, the Administrative Agent and the LendersCollateral Agent, from and after the date of execution and delivery thereof, all of its right, title and interest as mortgagee in, to and under each Vessel Mortgage and other Collateral pledged to it. The Mortgage Trustee hereby accepts the trusts imposed upon it as Mortgage Trustee hereunder, and neither Borrower nor any other Credit Party shall have rights the Mortgage Trustee covenants and agrees to perform the same as a third party beneficiary of any herein expressed and agrees to disburse all monies received by it in its capacity as such Mortgage Trustee in accordance with the terms hereof and of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesLoan Documents.

Appointment. Each The Collateral Agent declares that it holds the Collateral on trust for the Secured Parties and will act on any instructions of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Secured Parties given by Majority in Interest. The power of appointment of a new Collateral Agent and trustee to fill any vacancy (following a resignation of the Collateral Agent hereunder or otherwise) shall be exercisable by the Majority in Interest and under the other Credit Documents, and authorizes the Administrative Agent and shall be sufficient in all respects to rightfully appoint the Collateral Agent hereunder. Each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to take such actions on its behalf appoint and to exercise such powers as are delegated consent to the Administrative Agent or appointment of the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager his agent hereunder, and each Lender hereby authorizes (b) to confirm that the Auction Manager Collateral Agent shall have the authority to act as its the exclusive agent in accordance with of such Secured Party for the terms hereof and enforcement of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement or of the Notes against the Corporation or MTIX, the exercise of remedies hereunder or under the Notes and the other Credit Documents giving or withholding of any consent or approval hereunder or under the Notes relating to any Collateral or the Corporation or MTIX’s obligations with respect thereto, and to exercise such powers any powers, authorities or discretions on behalf of the Secured Parties in respect of the Notes and perform such duties this Agreement (including but limited to granting any waiver, time or other indulgence or agreeing to any variation of the obligations of the Corporation or MTIX or restructuring or compromising any of the Obligations or releasing (in whole or in part) any of the security created by this Agreement), (c) to agree that it shall not take any action to enforce any provisions of this Agreement or of the Notes against the Corporation or MTIX, to exercise any remedy hereunder or under the Notes or to give any consents or approvals hereunder or under the Notes except as are expressly delegated provided in this Agreement or in the Notes and (d) to such Agent agree to be bound by the terms of this Agreement and or the other Credit Documents, together with such other powers as are reasonably incidental theretoNotes. The provisions of this Article are solely for the benefit appointment of the Agents Collateral Agent shall continue until the death or resignation of the Collateral Agent, at which time a Majority in Interest shall appoint a new Collateral Agent. The Collateral Agent may perform any of its duties hereunder or under the Notes by or through its agents or employees. The Collateral Agent may exercise his powers, authorities and discretions (and those of the LendersSecured Parties) at his sole discretion and without any obligation to consult the Secured Parties. Each of the Secured Parties irrevocably and severally appoints the Collateral Agent to be his attorney, and neither Borrower nor with full power of substitution. The attorney may, in the name of the Secured Parties (or any other Credit Party shall have rights as a third party beneficiary of them) do anything which is authorized under this section 7.1 or which is necessary in connection with the exercise of any of the provisions rights, powers, authorities or discretions of this Article XII, except the Collateral Agent in relation to the extent set forth in Collateral under this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Agreement or any other similar term) with reference to any Agent is not intended to connote any fiduciary law 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 partiesregulation.

Appointment. Each of the Lenders Lender hereby irrevocably appoints DB and ----------- authorizes (i) CoBank, as Administrative Agent, to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the any other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise Loan Document with such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto, (ii) The Bank of New York, as Documentation Agent, to act as Documentation Agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Documentation Agent by the terms of this Agreement and any other Credit DocumentsLoan Document, together with such other powers as are reasonably incidental thereto, and (iii) First Union Capital Markets Corp., as Syndication Agent, to act as Syndication Agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Syndication Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. Administrative Agent is authorized and empowered to amend, modify or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that the consent of certain Lenders be obtained in certain instances as provided in Subsections 8.3 and 9.2. CoBank hereby agrees to act as Administrative Agent on the express conditions contained in this Subsection 8.2. The provisions of this Article Subsection 8.2 are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have no rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower. Administrative Agent may execute any of its duties under this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Agreement or any other similar term) with reference to any Agent is Loan Document by or through agents or attorneys-in-fact and shall not intended to connote any fiduciary be responsible for the negligence or other implied (or express) obligations arising under agency doctrine misconduct of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create agents or reflect only an administrative relationship between contracting partiesattorneys-in-fact that it selects with reasonable care.

Appointment. (a) Each of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent (for itself and the Collateral Agent hereunder on behalf of each Lender), each Secured Debt Representative under any Additional First-Lien Indebtedness Agreement, each Interest Rate Hedge Bank, each Eligible Commodity Hedging Counterparty and under the other Credit Documents, each Treasury Services Provider hereby appoints and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager Trustee to act as its agent Collateral Trustee in accordance with the terms hereof and of the other Credit Financing Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized . The Collateral Trustee hereby agrees to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as such upon the Auction Manager as are specifically described in this Agreement express conditions contained herein and shall be entitled to the benefits of Article XIIother Financing Documents, as applicable. In performing its functions and duties hereunder, the Collateral Trustee shall act solely as an agent of the First-Lien Secured Parties and does not assume and shall not be deemed to have assumed any obligation towards, or relationship of agency or trust with or for, any Credit Party. Each of the Lenders Administrative Agent (for itself and on behalf of each Lender), each Interest Rate Hedge Bank, each Eligible Commodity Hedging Counterparty, each Secured Debt Representative under any Additional First-Lien Indebtedness Agreement and each Treasury Services Provider hereby irrevocably authorize each of authorizes the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) Trustee to take such action on its their behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers powers, rights and perform such duties remedies hereunder and under the other Financing Documents as are expressly specifically delegated or granted to such Agent the Collateral Trustee by the terms of this Agreement hereof and the other Credit Documentsthereof, together with such other powers powers, rights and remedies as are reasonably incidental thereto. The provisions of this Article Collateral Trustee shall have only those duties and responsibilities that are solely for the benefit of the Agents expressly specified herein and the Lendersother Financing Documents. The Collateral Trustee may exercise such powers, rights and neither Borrower nor any other Credit Party remedies and perform such duties by or through its agents or employees. The Collateral Trustee shall have rights as a third party beneficiary of not have, by reason hereof or any of the provisions other Financing Documents, a fiduciary relationship in respect of this Article XIIany First-Lien Secured Party, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use nothing herein or any of the term “agent” herein other Financing Documents, expressed or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customimplied, and is intended to create or reflect only an administrative relationship between contracting partiesshall be so construed as to impose upon the Collateral Trustee any obligations in respect hereof or any of the other Financing Documents except as expressly set forth herein or therein.

Appointment. Each of the Lenders The Purchaser hereby irrevocably appoints DB to act on its behalf Agent as the Administrative Agent agent and collateral agent for the Collateral Agent Holders hereunder and under the other Credit Loan Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of the Holders and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant including, without limitation, the right of Agent to regulatory requirements sign, file or authorize the filing of, and otherwise perform each act necessary in connection with, the release of any Gaming Authority consistent with the intents and purposes lien as a result of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderany permitted sale, and each Lender hereby authorizes the Auction Manager to act as its agent lease, transfer or disposal of assets in accordance with the terms hereof and of the other Credit Loan Documents; provided, that Borrower . Any reference herein to Agent shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations include Agent in its capacity as agent and/or collateral agent, as context requires, hereunder and in any Loan Document. The Purchaser does hereby make, constitute and appoint Agent as the Auction Manager true and lawful attorney-in-fact of each Holder with full powers of substitution and resubstitution for each Holder, and in its name, place and stead, in any and all capacities, to execute for such Holder and on its behalf any document or agreement for which Agent is empowered to act on behalf of such Holder under this Article VIII, granting to Agent full power and authority to do and to perform each act requisite and necessary to be done, as are specifically described fully to all intents and purposes as such Holder could do in this Agreement and person, provided that such power shall be entitled granted only to the benefits of extent necessary to undertake the actions permitted to be done or taken by Agent under this Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent VIII and the Auction Manager) Loan Documents. The Purchaser hereby authorizes the Agent to take such action on its behalf of each Holder under the provisions of this Agreement and Agreement, the other Credit Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental hereto and thereto. Agent may perform any of its duties hereunder by or through its officers, directors, agents, employees or affiliates. The Agent shall not have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Holder or the Company, and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein. The Purchaser hereby accepts the pledges, mortgages and fiduciary assignments created for its benefit under the Security Agreement and empowers Agent to enter into such agreements and act as collateral agent on behalf of and for the benefit of each Holder. The provisions of this Article VIII are solely for the benefit of the Agents Agent and the Lenderseach Holder, and neither Borrower the Company nor any other Credit Party of its Subsidiaries shall have any rights as a third party beneficiary of any of the provisions of hereof. In performing its functions and duties under this Article XIIAgreement, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use Agent shall act solely as agent of the term “agent” herein Holders and Agent shall not assume and shall not be deemed to have assumed any fiduciary relationship or in any other Credit Documents (obligation or relationship of agency or trust with the Company or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesits Subsidiaries.

Appointment. Each of the Lenders Purchaser hereby irrevocably designates and appoints DB U.S. Bank National Association to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and for such Purchaser under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Note Documents. DB is hereby appointed Auction Manager hereunder, and each Lender U.S. Bank National Association hereby authorizes accepts such appointment on the Auction Manager Closing Date subject to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative hereof. Each Purchaser hereby irrevocably authorizes Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in , though its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIagents or employees, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action actions on its behalf under the provisions of this Agreement and the other Credit Note Documents and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other actions and powers as are reasonably incidental thereto. Concurrently herewith, each Purchaser directs Agent and Agent is authorized to enter into the Note Documents and any other related agreements in the forms presented to such Agent. The provisions of this Article XIV are solely for the benefit of the Agents Agent and the LendersPurchasers, and neither Borrower nor any other Credit no Note Party shall have rights right as a third party beneficiary of any such provisions. Each Purchaser agrees that in any instance in which this Agreement provides that Agent’s consent may not be unreasonably withheld, provide for the exercise of the provisions of this Article XIIAgent’s reasonable discretion, except or provide to the extent set forth a similar effect, it shall not in this Section 12.01its instructions (or, Section 12.06 and Section 12.07(b)by refusing to provide instruction) to Agent withhold its consent or exercise its discretion in an unreasonable manner. It is understood expressly agreed and agreed acknowledged that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to connote the Collateral. Agent shall not have liability for any fiduciary failure, inability or unwillingness on the part of any Note Party to provide accurate and complete information on a timely basis to Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other implied (or express) obligations arising under agency doctrine failure on the part of any applicable Lawsuch other party to comply with the terms hereof. Instead For purposes of clarity, phrases such term is used as a matter “satisfactory to the Agent,” “approved by Agent,” “acceptable to Agent,” “as determined by Agent,” “in Agent’s discretion,” “selected by the Agent,” “elected by Agent,” “requested by Agent,” and phrases of market customsimilar import (including, without limitation, any allocations to be determined by the Agent pursuant to Section 2.4(a) of the Intercreditor Agreement or any actions required of the Agent in connection with the collection, adjustment or settlement under an insurance policy pursuant to Section 2.5 of the Intercreditor Agreement) that authorize and is intended permit Agent to create approve, disapprove, determine, act or reflect only an administrative relationship between contracting partiesdecline to act in its discretion shall be subject to Agent’s receiving written direction from the Required Purchasers to take such action or to exercise such rights. Nothing contained in this Agreement shall require Agent to exercise any discretionary acts.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank, N.A. (and its successors and assigns) is hereby appointed to act as Administrative Agent, (i) each lending institution set forth in the definition of “Issuing Bank” is hereby appointed to act as an Issuing Bank, (ii) each of HSBC Bank USA, N.A. and Xxxxx Fargo Bank, National Association is hereby appointed to act as a Syndication Agent, (iii) each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A. Credit Suisse AG, Cayman Islands Branch and Deutsche Bank Securities Inc. are hereby appointed to act as a Documentation Agent. Each of the Lenders and each assignee of any such Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager expressly authorized by the Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of LC Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender hereby authorizes the Auction Manager or such Issuing Bank its proper share of each payment so received; (b) to act as its agent in accordance with the terms hereof and give notice on behalf of each of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and Lenders of any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and shall be entitled (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the benefits of Article XII, Revolving Borrower pursuant to this Agreement as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than received by the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent . Upon receipt by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary Administrative Agent of any of the provisions of this Article XIIreports, except notices or certificates required to be delivered by the Revolving Borrower under Section 5.01 (other than Section 5.01(f)) or 5.02, the Administrative Agent shall promptly deliver the such reports, notices or certificates to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesLenders.

Appointment. (a) Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf Wilmington Savings Fund Society, FSB as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderapplicable, and each Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in its respective capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article Section 12 (other than Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings) are solely for the benefit of the Agents and the Lenders, and neither none of Holdings, any Borrower nor or any other Credit Party shall have rights as a third party beneficiary of any of such provision. Notwithstanding any provision to the provisions of contrary elsewhere in this Article XIIAgreement or any other Credit Document, the Administrative Agent will not have any duties or responsibilities, except to the extent those expressly set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in the other Credit Documents, as applicable, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Documents (Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Credit Party or any other similar term) of their respective Subsidiaries. Each Lender hereby acknowledges that the Lenders may syndicate the Loans on or after the Closing Date and, in connection with reference to any such syndication, the Administrative Agent is hereby: (a) authorized and directed to execute a syndication escrow agreement and such other documents, in each case as are satisfactory to it and as are presented to it by the Lender Advisor for execution, to facilitate such syndication and take such actions as are set forth therein and (b) the Administrative Agent shall not intended be liable for any actions taken or omitted in accordance with such documents related to connote any fiduciary such syndication, other than for its gross negligence or other implied (or express) obligations arising under agency doctrine willful misconduct as determined in the final non-appealable judgment of any applicable Law. Instead such term is used as a matter court of market custom, and is intended to create or reflect only an administrative relationship between contracting partiescompetent jurisdiction.

Appointment. Each Class A-2 Purchaser and each Agent hereby consents and agrees to the appointment of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated pursuant to the Administrative Agent or terms of the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderIndenture, and each Lender hereby such Class A-2 Purchaser and Agent irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and as the Auction Manager) agent for such Class A-2 Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Credit Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Related Documents, together with such other powers as are reasonably incidental thereto. The Each Class A-2 Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class A-2 Purchaser under this Agreement, and each such Class A-2 Purchaser irrevocably authorizes such Agent, as the agent for such Class A-2 Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class A-2 Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. To the extent that any provision of this Article are solely for 7 with respect to the benefit of the Agents relationship between an Agent and the Lenders, Class A-2 Purchasers in its Purchaser Group conflicts with any agreement between such Class A-2 Purchasers and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent such Agent set forth in this Section 12.01any agreement with respect to a Support Facility, Section 12.06 and Section 12.07(b). It is understood and agreed that the use terms of the term “agent” herein or in any such other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesagreement will control.

Appointment. Subject to the terms and conditions stated herein, the Company and each Trust hereby agree that Notes will be sold to or through the Agents. Each of the Lenders hereby irrevocably appoints DB Company and each Trust agrees that it will not appoint any other agents to act on its behalf as the Administrative Agent and Trust’s behalf, or to assist the Collateral Agent hereunder and Trust, in the placement of the Notes; provided, however, that with respect to transactions in which the sales of Notes will be targeted to institutional purchasers under the Institutional Program, the Company and a Trust may enter into arrangements with other Credit Documentsagent(s) not a party to this Agreement provided that such agent(s) enter into an agreement with terms substantially identical to those contained herein. Each of the Company and each Trust agrees that it hereby appoints LaSalle Financial Services, Inc. (the “Lead Retail Agent”) and authorizes each other institution named on Schedule A-2 hereto (collectively, with the Administrative Lead Retail Agent, each, a “Retail Agent”, and, collectively, the “Retail Agents”, which term shall include any additional institution appointed as a Retail Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements Section 19 hereof) to act on such Trust’s behalf or to assist such Trust in connection with transactions in which the sale of Notes will be targeted to retail purchasers under the Retail Program. For purposes of this Agreement, all references to any Gaming Authority consistent Agent shall be deemed to include the Retail Agents, unless the context otherwise requires. Each of the Company and each Trust agrees that it hereby appoints each institution named on Schedule A-3 hereto (each a “Co-Agent” and, collectively, the “Co-Agents”, which term shall include any additional institution appointed as a Co-Agent pursuant to section 19 hereof) to solicit offers for the purchase Notes and, on completion of such solicitations, to enter into an agreement with the intents and Lead Retail Agent for the purchase of the applicable Notes for resale. For all purposes of this Agreement and the other Credit Documents. DB Program, each Retail Agent that is hereby appointed Auction Manager hereunderalso a Co-Agent (each, and each Lender hereby authorizes a “Dual Role Agent”) shall be deemed to be acting at all times as a Retail Agent except in connection with: (i) any purchase of Notes from the Auction Manager to act Company by such Dual Role Agent as its agent in accordance with the terms hereof and of the other Credit Documents; providedprincipal, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as a Co-Agent through the Auction Manager as are specifically described Lead Retail Agent pursuant to Section 2(e); and (ii) any placement of Notes through such Dual Role Agent in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights capacity as a third party beneficiary of any of the provisions of this Article XII, except Co-Agent pursuant to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b2(f). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB Wachovia as Administrative Agent to act on its behalf as the Administrative Agent specified herein and the Collateral Agent hereunder and under the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XIIagent for such Lender, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto, including, without limitation, holding all Collateral and all payments of principal, interest, fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the benefit of the Lenders. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Documents, or shall otherwise exist against the Agent. The provisions of this Article are solely for the benefit of the Agents Agent and the Lenders, Lenders and neither Borrower nor any other Credit Party none of the Consolidated Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrowers or any of the provisions Consolidated Parties. Without limiting the generality of this Article XIISection 13.1, except each Lender expressly authorizes the Administrative Agent to determine, subject to the extent set forth in terms of this Section 12.01Credit Agreement, Section 12.06 and Section 12.07(b). It is understood and agreed that on behalf of such Lender whether or not Accounts shall be deemed to constitute Eligible Accounts Receivable or Inventory shall be deemed to constitute Eligible Inventory, to deduct reserves from the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customBorrowing Base, and is intended to create or reflect only an administrative relationship between contracting partiesincrease and decrease such reserves from time to time. Such authorization may be withdrawn by the Required Lenders; provided, however, that unless otherwise agreed by the Administrative Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Administrative Agent. Thereafter, the Required Lenders shall jointly instruct the Administrative Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine.

Appointment. Each of the Lenders hereby irrevocably (i) removes Citicorp North America, Inc., in its capacity as Collateral Agent under all U.S. Security Documents (as defined in the Existing Credit Agreement) and the Sharing Agreement and Citicorp Trustee Company Limited, in its capacity as Collateral Agent under all Euro Security Documents and Sharing Agreement (each as defined in the Existing Credit Agreement), (ii) appoints DB to act on its behalf as the Administrative Agent and the U.K. Administrative Agent hereunder, as U.S. Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent all U.S. Security Documents and the Sharing Agreement and as Euro Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof(including, together with such actions and powers as are reasonably incidental theretowithout limitation, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as security trustee under documents governed by the Auction Manager as are specifically described in this law of England and Wales) under all Euro Security Documents and the Sharing Agreement and (iii) appoints The Bank of Nova Scotia to act on its behalf as Canadian Administrative Agent (for purposes of this Agreement, the term “Administrative Agent” shall include DB in its capacity as U.S. Collateral Agent and Euro Collateral Agent pursuant to the Security Documents) to act as herein specified herein and in the other Loan Documents. Each Lender hereby irrevocably authorizes and each holder of any Note by the acceptance of such Note shall be entitled deemed to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, U.K. Administrative Agent, Canadian Administrative Agent, U.S. Collateral Agent and the Auction Manager) Euro Collateral Agent to take such action on its behalf under the provisions of this Agreement and hereof, the other Credit Loan Documents (including, without limitation, to give notices and take such actions on behalf of the Required Lenders as are consented to in writing by the Required Lenders) and any other instruments, documents and agreements referred to herein or therein and to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to such Administrative Agent, Canadian Administrative Agent, U.K. Administrative Agent, U.S. Collateral Agent or Euro Collateral Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The provisions Each Agent may perform any of this its duties hereunder and under the other Loan Documents, by or through its officers, directors, agents, employees or affiliates. Each Lender hereby authorizes the Collateral Agents to enter into the U.S. Intercreditor Agreement, the Euro Intercreditor Agreement, the Receivables Intercreditor Agreement, the Sharing Agreement and each Security Document on behalf of such Lender and to exercise its rights and perform its obligations thereunder. Each of the Euro Revolving Lenders, Term B Euro Lenders and any Lender that advances Term Loans to European Borrower further agrees to supply U.K. Administrative Agent or any person designated by U.K. Administrative Agent with any information required by it in order to calculate the Mandatory Cost in accordance with Schedule 1.1(b) in respect of Eurocurrency Loans denominated in Sterling or Euros. Each Euro Revolving Lender, Term B Euro Lender, Canadian Revolving Lender and any Lender that advances Term Loans to European Borrower appoints and designates U.K. Administrative Agent or any person designated by U.K. Administrative Agent, and the Canadian Revolving Lenders appoint and designate the Canadian Administrative Agent as the Person holding the power of attorney (“fondé de pouvoir”) within the meaning of Article are solely 2692 of the Civil Code of Quebec for the purposes of the hypothecary security to be granted by each of CROWN Metal Packaging Canada LP, CROWN Metal Packaging Canada Inc. and 3079939 Nova Scotia Company/3079939 Compagnie de la Nouvelle Ecosse pursuant to those deeds of hypothec in the Province of Quebec and, in such capacity, U.K. Administrative Agent and the Canadian Administrative Agent shall hold the hypothecs granted in the Province of Quebec for the benefit of the Agents Euro Revolving Lenders, Term B Euro Lenders, Canadian Revolving Lender and any Lenders that advance Term Loans to European Borrowers and shall act as their “fondé de pouvoir” as contemplated by said Article 2692 of the Civil Code of Quebec in the exercise of the rights conferred thereunder. Each Lender further acknowledges that the first issue of 25% Collateral Demand Mortgage Debentures to be issued pursuant to the said deeds of hypothec may be purchased from the grantor of such hypothec by U.K. Administrative Agent and the LendersCanadian Administrative Agent, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary the case may be, by underwriting, purchase, subscription or otherwise notwithstanding the terms of any Section 32 of the provisions Act respecting the Special Power of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(bLegal Persons (Quebec). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. (a) Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent and as the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, Loan Documents and each Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of Notwithstanding any provision to the contrary elsewhere in this Article are solely for Agreement, the benefit Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein. Without limiting the generality of the Agents foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the LendersAdministrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, including any duty to give direction to the Disbursement Agent under the Disbursement Agreement, except discretionary rights and neither Borrower nor any powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other Credit Party shall have rights as a third party beneficiary of any number or percentage of the provisions of this Article XII, except to Lenders as shall be necessary under the extent set forth circumstances as provided in this Section 12.01, Section 12.06 and Section 12.07(b). It is 9.08) (it being understood and agreed that the use Administrative Agent shall have the right but not the obligation to request any such direction), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the term “agent” herein other Loan Parties that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other Credit Documents document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other similar termagreement, instrument or document, or (v) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine the satisfaction of any applicable Law. Instead such term is used as a matter condition set forth in Article IV or elsewhere herein, other than to confirm receipt of market custom, and is intended items expressly required to create or reflect only an administrative relationship between contracting partiesbe delivered to the Administrative Agent.

Appointment. Each of the Lenders and the Issuing Bank hereby irrevocably designates and appoints DB to act on its behalf as each of the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents(for purposes of this Article VIII, and authorizes the Administrative Agent and the Collateral Agent are referred to take collectively as the "Agents") as the agents of such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of Lender under this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf of such Lender or the Issuing Bank under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent the Agents by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents. The provisions of this Article are solely for Administrative Agent is hereby expressly authorized by the benefit Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Agents Lenders and the LendersIssuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and the Issuing Bank hereunder, and neither Borrower nor promptly to distribute to each Lender or the Issuing Bank its proper share of each payment so received, (b) to give notice on behalf of each of the Lenders to the Borrowers 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 notices, financial statements and other materials delivered by the Borrowers or any other Credit Loan Party shall have pursuant to this Agreement or the other Loan Documents as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as a third party beneficiary of any of contemplated by and in accordance with the provisions of this Article XII, except to Agreement and the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesSecurity Documents.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf the Agent as the Administrative Agent and the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of Notwithstanding any provision to the contrary elsewhere in this Article are solely Agreement, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent In any foreclosure proceeding concerning any collateral for the benefit Term Notes, each holder of a Term Note if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against its Term Note or the Term Notes of the Agents and other Lenders, instead such holder must bid in cash only. However, in any such foreclosure proceeding, the Agent may (but shall not be obligated to) submit a bid for all Lenders (including itself) in the form of a credit against the Term Notes of all of the Lenders, and neither Borrower nor any other Credit Party the Agent or its designee may (but shall have rights as a third party beneficiary of any not be obligated to), with the consent of the provisions Required Lenders, accept title to such collateral for and on behalf of all Lenders. The Lenders hereby empower, authorize and direct the Agent, on behalf of the Lenders, to execute and deliver this Agreement, the other Loan Documents, the Intercreditor Agreement and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents. Each Lender agrees that any action taken by the Agent in accordance with the terms of this Article XIIAgreement, except to the extent Intercreditor Agreement or the other Loan Documents, and the exercise by the Agent of its powers set forth in this Section 12.01therein or herein, Section 12.06 and Section 12.07(b). It is understood and agreed together with such other powers that the use are reasonably incidental thereto, shall be binding upon all of the term “agent” Lenders. Notwithstanding anything herein or in any other Credit Documents (or Loan Document to the contrary, to the extent there is a conflict between this Agreement and any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine Loan Document concerning the provisions of any applicable Law. Instead such term is used as a matter of market customthis Section 9, this Agreement shall govern and is intended to create or reflect only an administrative relationship between contracting partiescontrol.

Appointment. Each of the Lenders First Lien Secured Parties hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Controlling Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Controlling Collateral Agent by the terms hereof or thereofhereof, together with such actions powers and powers discretion as are reasonably incidental thereto, including pursuant to regulatory requirements . Each of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby First Lien Secured Parties also authorizes the Auction Manager Controlling Collateral Agent, at the request of the Borrower, to act if applicable, execute and deliver the Second Lien Intercreditor Agreement in the capacity as its agent “Designated Senior Representative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement 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, the Designated Senior Representative by the terms hereof and of the other Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. 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; provided, that Borrower shall have or for exercising any rights and remedies thereunder or under any of the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Other Intercreditor Agreements at the direction of the Controlling Collateral Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each all provisions of this Section 4.02 and Section 12 of the Lenders hereby irrevocably authorize Credit 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) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the Agents (other than the Administrative First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and the Auction Manager) effect actions taken or intended to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent be taken by the terms Controlling Collateral Agent pursuant to this Section 4.02, such cooperation to include execution and delivery of this Agreement notices, instruments and the other Credit Documents, together with such other powers documents as are reasonably incidental thereto. The provisions of this Article are solely for deemed necessary by the benefit of the Agents and the LendersControlling Collateral Agent to effect such actions, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or joining in any other Credit Documents (action, motion or any other similar term) with reference to any proceeding initiated by the Controlling Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead for such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiespurposes.

Appointment. Each Cibus and the Sellers hereby agree to the appointment of the Lenders hereby irrevocably appoints DB Seller Representative as agent and attorney-in-fact for and on behalf of the Sellers. The Seller Representative shall have full power and authority to act on its behalf as represent all of the Administrative Agent Sellers and the Collateral Agent hereunder and their successors with respect to all matters arising under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderIntellectual Property Security Agreement, and all actions taken by the Seller Representative hereunder and thereunder shall be binding upon all such Sellers as if expressly confirmed and ratified in writing by each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof of them, and of the other Credit Documents; provided, that Borrower no Sellers shall have the right to select object, dissent, protest or otherwise contest the same. The Seller Representative shall take any and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees all actions that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as it believes are specifically described in necessary or appropriate under this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each Intellectual Property Security Agreement for and on behalf of the Lenders hereby irrevocably authorize each Sellers as if the Sellers were acting on their own behalf, including executing the Intellectual Property Security Agreement as the secured party thereunder, giving and receiving any notice or instruction permitted or required under this Agreement or the Intellectual Property Security Agreement by the Seller Representative or any Sellers, interpreting and enforcing all of the Agents (other than the Administrative Agent, Collateral Agent terms and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the Intellectual Property Security Agreement, authorizing payments to be made with respect hereto or thereto, defending all indemnity claims against the Sellers pursuant to Section 6.1 of this Agreement (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Cibus and its agents regarding such claims, dealing with Cibus and the Cibus Entities under this Agreement and the Intellectual Property Security Agreement with respect to all matters arising under this Agreement and the Intellectual Property Security Agreement, taking any and all other Credit Documents and actions specified in or contemplated by this Agreement to exercise such powers and perform such duties as are expressly delegated to such Agent be taken by the Sellers and engaging counsel, accountants or other agents in connection with the foregoing matters. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental theretoIntellectual Property Security Agreement and to consent to any amendment hereof or thereof on behalf of all of the Sellers. The provisions of this Article are solely for Seller Representative shall be permitted to communicate with the benefit of the Agents and the LendersSellers, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth including in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partieselectronic form.

Appointment. Each of the Lenders Lender and L/C Issuer hereby irrevocably appoints DB to act on its behalf appoints, designates and authorizes JPMCB as the Administrative Agent and the Collateral Agent hereunder Agent, each of BMO Capital Markets Corp., TD Bank, N.A., SunTrust Bank, DBS Bank Ltd. and under the other Credit DocumentsFifth Third Bank, an Ohio Banking Corporation as Co-Documentation Agent, each of Bank of America, N.A., RBC Capital Markets, Xxxxx Fargo Bank, National Association and authorizes the Administrative BNP Paribas Securities Corp. as Co-Syndication Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers BBVA Compass as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderSenior Managing Agent, and each Lender hereby and each L/C Issuer authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any each such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the each other Credit Documents Loan Document and to exercise such powers and perform such duties as are expressly delegated to such Agent it by the terms of this Agreement and the or any other Credit DocumentsLoan Document, together with such other powers as are reasonably incidental thereto. The provisions Without limiting the foregoing, each Lender and each L/C Issuer hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of this Article are solely the Loan Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that such Agent may have under such Loan Documents and, in the case of the Collateral Documents, to act as agent under such Collateral Documents for the benefit Finance Parties. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agents 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. Without limiting the generality of the Agents and the Lendersforegoing sentence, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or and in any the other Credit Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead 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.

Appointment. Each of the Holders and Lenders hereby irrevocably designates and appoints DB to act on its behalf Agent as the Administrative Agent administrative agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take collateral agent of such actions on its behalf and to exercise Holder or 77 such powers as are delegated to the Administrative Agent Lender (or the Collateral Agent Holders or Lenders represented by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of it) under this Agreement and the other Credit Documents. DB is Transaction Documents for the term hereof (and Agent hereby appointed Auction Manager hereunderaccepts such appointment), and each such Holder and Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The provisions Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Transaction Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of this Article are solely the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby authorized, to (a) act as the disbursing and collecting agent for the benefit Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Agents Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the LendersHolders with respect to the Credit Parties and/or the Collateral, whether under the Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and neither Borrower nor any cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Any reference to the Agent in this Agreement or the other Credit Party Transaction Documents shall have rights be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a third party beneficiary of any Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the provisions of this Article XIIAgent, Lenders and Holders (except to the limited extent set forth provided in this Section 12.012.9 with respect to the Register), Section 12.06 and Section 12.07(b). It is understood and agreed with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” herein or and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other Credit Documents (than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, Holder or any other similar termPerson and (c) with reference to any Agent is not intended to connote any fiduciary shall have no implied functions, responsibilities, duties, obligations or other implied (or express) obligations arising liabilities under agency doctrine of any applicable Law. Instead such term is used as a matter of market customTransaction Document, and is intended each Lender and Holder, by accepting the benefits of the Transaction Documents, hereby waives and agrees not to create or reflect only an administrative relationship between contracting partiesassert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this sentence.

Appointment. Each Lender (and each subsequent holder of any Note by its acceptance thereof) hereby irrevocably appoints and authorizes CIT, in its capacity as Agent (i) to receive on behalf of each Lender any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder for the account of the Lenders hereby irrevocably appoints DB and paid to act the Agent, and, subject to Section 2.03 hereof, to distribute promptly to each Lender its pro rata share of all payments so received, (ii) to distribute to each Lender copies of all material notices and agreements received by the Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, PROVIDED that the Agent shall not have any liability to the Lenders for the Agent's inadvertent failure to distribute any such notice or agreements to the Lenders, (iii) subject to Section 10.03 hereof, to take such action as the Agent deems appropriate on its behalf as to administer the Administrative Agent Loans, Letters of Credit and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf Loan Documents and to exercise such other powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereofthe Loan Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such actions and powers as are reasonably incidental theretothereto to carry out the purposes hereof and thereof, including pursuant and (iv) to regulatory requirements of enter into the Intercreditor Agreement and take all actions to carry out its obligations thereunder. As to any Gaming Authority consistent with the intents and purposes of matters not expressly provided for by this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderLoan Documents (including, and each Lender hereby authorizes without limitation, enforcement or collection of the Auction Manager Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right or to select and appoint a replacement Auction Manager refrain from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement acting (and shall be entitled to fully protected in so acting or refraining from acting) upon the benefits of Article XII, as applicable. Each instructions of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Majority Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any such instructions of the provisions Majority Lenders shall be binding upon all Lenders and all holders of this Article XIINotes; PROVIDED, except to the extent set forth in this Section 12.01HOWEVER, Section 12.06 and Section 12.07(b). It is understood and agreed that the use Letter of Credit Issuer shall not be required to refuse to honor a drawing under any Letter of Credit and the Agent shall not be required to take any action which, in the reasonable opinion of the term “agent” herein Agent, exposes the Agent to liability or in any other Credit Documents (which is contrary to this Agreement or any other similar term) with reference to any Agent is not intended to connote any fiduciary Loan Document 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 partieslaw.

Appointment. Each of the Lenders Seller and each Owner hereby irrevocably nominates, constitutes and appoints DB Xxxxx X. Xxxxxxxxx (in his capacity as the Owner Representative, the “Owner Representative”) as attorney in-fact to act on its behalf as in the Administrative Agent name, place and the Collateral Agent hereunder stead of each of Seller and under the other Credit Documentseach Owner, and authorizes the Administrative Agent Owner Representative to act on their behalf to 312419107.19 supervise the Closing, to execute and deliver any instruments, agreements or documents required of any Owner and receive documents required of Federated Hermes at the Collateral Agent Closing, to give and receive any notices for any Owner pursuant to this Agreement or under any other Transaction Documents, to take such actions on its behalf any other action (other than receive payments for Seller) required or permitted by this Agreement, and to exercise such powers as are delegated administer all other matters related to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Transaction Documents, as contemplated hereby and thereby, including in connection with any claim for indemnification, compensation or reimbursement under Section 10 and in connection with the matters described in Section 2. DB is hereby appointed Auction Manager hereunder, Seller and each Lender Owner hereby authorizes confirm all actions that the Auction Manager Owner Representative shall do or cause to be done by virtue of his appointment as the Owner Representative of Seller and each Owner. The Owner Representative shall act as its agent in accordance with the terms hereof for Seller and each Owner on all of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described matters set forth in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents any other Transaction Document (other than receive payments for Seller) in the Administrative Agentmanner the Owner Representative believes to be in the best interest of Seller and each Owner and consistent with the obligations under this Agreement and any other Transaction Document, Collateral Agent but the Owner Representative shall not be responsible to Seller or any Owner for any Losses Seller or any Owner may suffer by the performance of his duties under this Agreement, other than Losses arising from the willful misconduct or gross negligence in the performance of his duties under this Agreement or any other Transaction Document. Seller, and each Owner (provided that for any Owner that is a Trust, such Trust will be jointly and severally liable with the Auction ManagerBeneficial Owner of such Trust in the amount of the percentage interest in Seller of such Trust) severally, in the proportion of such Owner’s percentage interest in Seller as set forth on Schedule 1, agrees to take such action on its behalf indemnify, defend and hold harmless the Owner Representative and his representatives from and against any and all Losses that may be incurred by any of them arising out of or in connection with his appointment as Owner Representative under the provisions of this Agreement and the other Credit Transaction Documents and to exercise (except such powers and perform such as may result from the Owner Representative’s willful misconduct or gross negligence in the performance of his duties as are expressly delegated to such Agent by under this Agreement), including the terms legal costs of defending himself against any claim or Liability in connection with his performance under this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of Transaction Document executed and delivered by the provisions of Owner Representative in connection with this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesAgreement.

Appointment. (a) Each Lender hereby irrevocably appoints and authorizes Agent (i) to receive on behalf of each Lender any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder for the account of the Lenders hereby irrevocably appoints DB and paid to act Agent, and, subject to Section 3.11 of this Agreement, to distribute promptly to each Lender its Pro Rata Share of all payments so received, (ii) to distribute to each Lender copies of all material notices and agreements received by the Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, PROVIDED, THAT, the Agent shall not have any liability to Lenders for the Agent's failure to distribute any such notice or agreements to Lenders and (iii) subject to Section 11.3 of this Agreement, to take such action as Agent deems appropriate on its behalf as to administer the Administrative Agent Loans, Letter of Credit Accommodations and this Agreement and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf Financing Agreements and to exercise such other powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof and the other Financing Agreements (including, without limitation, the power to give or thereofto refuse to give notices, waivers, consents, approvals and instructions and the power to make or to refuse to make determinations and calculations) together with such actions and powers as are reasonably incidental thereto, including pursuant thereto to regulatory requirements of carry out the purposes hereof and thereof. As to any Gaming Authority consistent with the intents and purposes of matters not expressly provided for by this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderFinancing Agreements (including, without limitation, enforcement or collection of the Notes), Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and each Lender hereby authorizes such instructions of the Auction Manager Majority Lenders shall be binding upon all Lenders; PROVIDED, THAT, Agent shall not be required to act as its agent take any action which, in accordance with the terms hereof and reasonable opinion of the Agent, exposes the Agent or liability or which is contrary to this Agreement, any of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental theretoFinancing Agreements or applicable law. The provisions of this Article Section 12 are solely for the benefit of the Agents Agent and the Lenders, . Borrower and neither Borrower nor Guarantor shall not have any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth contained in this Section 12.0112. Notwithstanding anything to the contrary contained in Section 11.3 hereof, no amendments to this Section 12.06 and Section 12.07(b)12 shall require the written agreement of Borrower or Guarantor. It is understood and agreed that the use The identification of the term “agent” herein or CIT as co-agent hereunder shall not create any rights in any other Credit Documents (or any other similar term) with reference favor of it in such capacity, nor subject it to any Agent is not intended to connote any fiduciary duties or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead in such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiescapacity.

Appointment. (1) Each Lender (in its capacities as a Lender and on behalf of the Lenders itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably designates and appoints DB to act on its behalf the entity named as the Administrative Agent in the heading of this Agreement and the Collateral Agent hereunder its permitted successors and assigns to serve as administrative agent under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacities, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of under this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the LendersIn addition, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Security Document governed by the laws of such jurisdiction on such Xxxxxx’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (2) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth in herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Agreement or any other similar term) Loan Document or otherwise exist against the Administrative Agent; additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with reference this Agreement and transactions contemplated hereby. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent is did not intended properly withhold Tax from amounts paid to connote any fiduciary or other implied (or express) obligations arising under agency doctrine for the account of any applicable LawLender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. 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.178 US-DOCS\97700238.15141444430.9

Appointment. Each Effective upon the Stockholder Approval and without any further action by the Stockholders, the Company and the Stockholders hereby appoint Xxx Xxxx as agent and attorney-in-fact (the “Stockholders’ Agent”) for and on behalf of the Lenders hereby irrevocably appoints DB Stockholders. The Stockholders’ Agent shall have full power and authority to act on its behalf as represent all of the Administrative Agent Stockholders and the Collateral Agent hereunder and their successors with respect to all matters arising under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunderEscrow Agreement, and all actions taken by the Stockholders’ Agent hereunder and thereunder shall be binding upon all such Stockholders as if expressly confirmed and ratified in writing by each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof of them, and of the other Credit Documents; provided, that Borrower no Stockholders shall have the right to select object, dissent, protest or otherwise contest the same. The Stockholders’ Agent shall take any and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees all actions that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as he believes are specifically described in necessary or appropriate under this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each Escrow Agreement for and on behalf of the Lenders hereby irrevocably authorize each Stockholders as if the Stockholders were acting on their own behalf, including executing the Escrow Agreement as Stockholders’ Agent, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholders’ Agent or any Stockholders, interpreting all of the Agents (other than the Administrative Agent, Collateral Agent terms and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto or thereto, defending all indemnity claims against the Stockholders pursuant to Section 9.3 of this Agreement (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Parent and its agents regarding such claims, dealing with Parent and the Escrow Agent under this Agreement and the Escrow Agreement with respect to all matters arising under this Agreement and the Escrow Agreement, taking any and all other Credit Documents actions specified in or contemplated by this Agreement and the Escrow Agreement and engaging counsel, accountants or other agents in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholders’ Agent shall have full power and authority to exercise such powers and perform such duties as are expressly delegated to such Agent by interpret all the terms and provisions of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions Escrow Agreement and to consent to any amendment hereof or thereof on behalf of this Article are solely for the benefit all of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesStockholders.

Appointment. (a) Each of the Lenders Lender hereby irrevocably designates and appoints DB Truist Bank to act on its behalf as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes Truist Bank as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documentsfor such Lender, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions Each of this Article are solely the Lenders (including in their capacities as potential Designated Hedge Creditors and potential Cash Management Banks), the Swing Line Lender and each L/CLC Issuer irrevocably authorizes the Administrative Agent and/or the Collateral Agent, as applicable, at its option, and in its sole discretion to enter into and sign for and on behalf of the Lenders as Secured Creditors the Security Documents and the Guaranty for the benefit of the Agents Lenders and the Lendersother Secured Creditors. Each Lender hereby expressly authorizes the Administrative Agent and/or the Collateral Agent, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary without the consent of any of Lender, to enter into any Intercreditor Agreement contemplated by this Agreement to give effect to the provisions of this Agreement, which Intercreditor Agreement shall be binding on each Lender. The Administrative Agent and/or the Collateral Agent agree to act as such upon the express conditions contained in this Article XIIIX. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent and/or the Collateral Agent shall not have any duties or responsibilities, except to the extent those expressly set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in the other Loan Documents, nor any other fiduciary relationship with any Lender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or Collateral Agent. In performing its functions and duties under this Agreement, the Administrative Agent and Collateral Agent shall each act solely as agent of the Lenders and do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Credit Documents (Parties or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiestheir respective Subsidiaries.

Appointment. Each of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article XII are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan is hereby appointed to act as Administrative Agent and Collateral Agent, (ii) each of Bank of America, N.A., Commerzbank AG, New York and Grand Cayman Branch, DnB NOR Bank ASA, Sovereign Bank and Xxxxx Fargo Bank, N.A. is hereby appointed to act as a Co-Syndication Agent. Each of the Lenders and each assignee of any such Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager expressly authorized by the Lenders and each Issuing Bank, without hereby limiting any implied authority, (A) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (B) to give notice on behalf of each of the Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (C) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Collateral Agent is hereby authorizes expressly authorized to execute any and all documents (including releases) with respect to the Auction Manager to act Collateral and the rights of the Secured Parties with respect thereto, as its agent contemplated by and in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents Security Documents, and to exercise all rights and remedies in respect of such powers and perform such duties as are expressly delegated to such Agent Collateral shall be controlled by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesCollateral Agent.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent and as the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such 100 CHAR1\1969725v1CHAR1\1969725v3 action on its behalf under the provisions of this Agreement and the other Credit Loan Documents (including the execution of any intercreditor agreements contemplated hereunder) and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and 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, 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 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article are solely for Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the benefit “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Administrative Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the Intercreditor Agreement or any other intercreditor agreement with the collateral agent or other representatives of the Agents holders of Indebtedness that is to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement and to subject the Obligations and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of Liens on the Collateral securing the Obligations to the provisions thereof (any of the provisions foregoing, an “Applicable Intercreditor Agreement”). The Lenders and the other Secured Parties irrevocably agree that (x) the Administrative Agent may rely exclusively on a certificate of this Article XIIa Responsible Officer of the Parent as to whether any such other Liens are not prohibited and (y) any Applicable Intercreditor Agreement entered into by the Administrative Agent shall be binding on the Secured Parties, except and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the extent set forth in this Section 12.01provisions of, Section 12.06 if entered into and Section 12.07(b)if applicable, any Applicable Intercreditor Agreement. 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 The foregoing provisions are intended as an inducement to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine provider of any applicable Law. Instead such term is used as a matter of market custom, and is intended Indebtedness not prohibited by Section 7.2 hereof to create or reflect only an administrative relationship between contracting partiesextend credit to the Loan Parties.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf Deutsche Bank as the Term Loan Administrative Agent and the Collateral Agent hereunder and under to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes Deutsche Bank as the Term Loan Administrative Agent and the Collateral Agent to take for such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereofLender, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Term Loan Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably designates and appoints SunTrust as Revolver Administrative Agent to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes SunTrust as the Revolver Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Revolver Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each of the Administrative Agents agrees to act as such upon the express conditions contained in this Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither of the Administrative Agents shall have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor any fiduciary relationship with any Lender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against such Administrative Agent. The provisions of this Article are solely for the benefit of the Administrative Agents and the Lenders, and neither Borrower nor any other no Credit Party shall have any rights as a third third-party beneficiary of any of the provisions of hereof. In performing its functions and duties under this Article XIIAgreement, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use each Administrative Agent shall act solely as agent of the term “agent” herein Lenders and does not assume and shall not be deemed to have assumed any obligation or in any other Credit Documents (relationship of agency or trust with or for the Borrower or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesits Subsidiaries.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf Wachovia as the Administrative Agent and the Collateral Agent hereunder and of such Lender under the other this Credit DocumentsAgreement, and each such Lender irrevocably authorizes Wachovia, as the Administrative Agent and the Collateral Agent to take for such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereofLender, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for Each Lender acknowledges that the benefit Credit Parties may rely on each action taken by the Administrative Agent on behalf of the Agents Lenders hereunder. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement or the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or the other Credit Documents or otherwise exist against the Administrative Agent. Each Lender hereby irrevocably designates and appoints Bank of America, N.A. as the Collateral Agent of such Lender under this Credit Agreement and the Lendersother Credit Documents, and neither Borrower nor any other Credit Party shall have rights each such Lender irrevocably authorizes Bank of America, N.A., as a third party beneficiary of any of the Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Article XII, except to Credit Agreement and the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender acknowledges that the Credit Parties may rely on each action taken by the Collateral Agent on behalf of the Lenders hereunder. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement or the other Credit Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Cash Collateral Security Agreement, or any other similar term) fiduciary relationship with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customLender, and is intended to create no implied covenants, functions, responsibilities, duties, obligations or reflect only an administrative relationship between contracting partiesliabilities shall be read into this Credit Agreement or the other Credit Documents or otherwise exist against the Collateral Agent.

Appointment. Each Commencing on December 1, 2007 (“Management Commencement Date”), each tel x Affiliate shall provide Meet-Me Room management services (the “MMR Management Services”) to the Retained MMR Tenants listed by location on Exhibit “C” attached hereto to the extent provided in this Agreement. The MMR Management Services shall be comprised of (i) billing and collecting rent, fees and other charges payable to the Lenders hereby irrevocably appoints DB DLR Landlord for space in the Meet-Me Room pursuant to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit DocumentsRetained MMR Tenants’ leases, and authorizes (ii) enforcement of Meet-Me Room rules and regulations (the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent “Meet-Me Room Rules & Regulations”) approved by the terms hereof or thereof, together with such actions DLR Landlord and powers attached hereto as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with Exhibit “D”. As soon as practicable after the intents execution and purposes delivery of this Agreement by the parties, the DLR Affiliate and the other Credit Documents. DB telx Affiliate shall send a joint notice letter, a copy of which is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes attached hereto as Exhibit “E” (the Auction Manager “Notice Letter”) to act as its agent in accordance with all Retained MMR Tenants designating the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity telx Affiliate as the Auction Manager as are specifically described in this Agreement and shall be entitled DLR Affiliate’s agent for the purpose of providing the MMR Management Services to the benefits Retained MMR Tenants. The Notice Letter shall direct the Retained MMR Tenants to henceforth send all payments of Article XII, as applicable. Each of rent and other payments due the Lenders hereby irrevocably authorize each of DLR Affiliate for space in the Agents Meet-Me Room pursuant to the Retained MMR Tenants’ leases (other than the Administrative Agent, Collateral Agent and the Auction Manager“MMR Tenant Payments”) to take such action on its behalf under the provisions telx Affiliate. On or before the twentieth (20th) day of each calendar month during the Term of this Agreement and Agreement, the other Credit Documents and telx Affiliate shall provide the DLR Affiliate with a report (the “Monthly Report”) of all MMR Tenant Payments received for the prior calendar month. The Monthly Report shall set forth in separate categories (1) the MMR Tenant Payments payable by each Retained MMR Tenant pursuant to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement the Retained MMR Tenant’s lease, (2) the amounts collected from each Retained MMR Tenant (the “Collected MMR Tenant Payments”), and (3) if a Collected MMR Tenant Payment includes an amount payable for space within the Meet-Me Room (the “MMR Rent”) and an amount payable for space and other rights outside the Meet-Me Room (the “Non-MMR Rent”), the Collected MMR Tenant Payment shall reflect the portion which is MMR Rent and the other Credit Documentsportion which is Non-MMR Rent. For example, together if a Retained MMR Tenant leases a cabinet in the Meet-Me Room at a monthly rental of $300.00 and leases space outside the Meet-Me Room at a monthly rental of $1,000.00 and the MMR Tenant Payment from such Retained MMR Tenant is $1,300.00, the Monthly Report will reflect a Collected MMR Tenant Payment of $1,300.00 with such other powers $300.00 as are reasonably incidental theretoMMR Rent and $1,000.00 as Non-MMR Rent. The provisions All Non-MMR Rent shall be paid to the DLR Affiliate along with the delivery of this Article are solely the Monthly Report. All MMR Rent shall be retained by the telx Affiliate. Notwithstanding anything in the MMR Leases to the contrary, the telx Affiliates shall not receive a credit against Base Rent and Percentage Rent for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except MMR Rent paid to the extent set forth in telx Affiliates pursuant to this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesAgreement.

Appointment. Each GLAS Americas LLC is hereby appointed by each Noteholder (on behalf of the Lenders hereby irrevocably appoints DB itself) to act on its behalf as the Administrative Agent collateral agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and is irrevocably authorized to take such action as the Collateral Agent to take such actions on its behalf and to exercise such powers rights, powers, authorities and discretions as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Loan Documents, together with all such other powers rights, powers, authorities and discretions as are reasonably incidental thereto; provided, however, the Collateral Agent shall have no liability with respect to such appointment. By its signature below, GLAS Americas LLC (or any successor thereto pursuant to this Article 4), accepts such appointment. If directed to do so in writing by the Required Holders, the Collateral Agent shall execute any additional Security delivered to it after the date of this Agreement; provided, however, that such additional Security does not adversely affect the rights, privileges, benefits and immunities of the Collateral Agent. The Collateral Agent will not otherwise be bound by, or be held obligated by, the provisions of any indenture, cash management agreement or other agreement governing the Secured Obligations (other than this Article are solely for the benefit of the Agents Agreement and the Lenders, other Loan Documents to which it is a party). Each Secured Party that is not a party to this Agreement shall be deemed to have appointed the Collateral Agent as its agent under the Security in accordance with this Agreement and neither Borrower nor any other Credit Party shall to have rights as a third party beneficiary of any of acknowledged that the provisions of this Article XIIAgreement apply to such Secured Party mutatis mutandis as though it were a party hereto (and any acceptance by such Secured Party of the benefits of this Agreement, except the Security or any other document delivered in connection with this Agreement or the Security shall be deemed an acknowledgement of the foregoing). The Obligors hereby consent to the extent foregoing appointment of the Collateral Agent and agree to pay to the Collateral Agent the amounts set forth in the Fee Letter. Each Obligor that is not a party to this Section 12.01Agreement shall be deemed to have consented to the appointment of the Collateral Agent under this Agreement and the Security and to have acknowledged that the provisions of this Agreement apply to such Obligor mutatis mutandis as though it were a party hereto (and any acceptance by such Obligor of the benefits of this Agreement, Section 12.06 and Section 12.07(bthe Security or any other document delivered in connection with this Agreement or the Security shall be deemed an acknowledgement of the foregoing). It GLAS USA LLC is understood hereby appointed by each Noteholder (on behalf of itself) to act as paying agent and agreed that the use Paying Agent is irrevocably authorized to take such action as the Paying Agent on its behalf and to exercise such rights, powers, authorities and discretions as are specifically delegated to the Paying Agent by the terms of this Agreement and the term “agent” herein or in any other Credit Documents Loan Documents, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto; provided, however, the Paying Agent shall have no liability with respect to such appointment. By its signature below, GLAS USA LLC (or any successor thereto pursuant to this Article 4), accepts such appointment. The Paying Agent will not otherwise be bound by, or be held obligated by, the provisions of any indenture, cash management agreement or other similar term) with reference agreement governing the Secured Obligations (other than this Agreement and the other Loan Documents to any which it is a party). The Obligors hereby consent to the foregoing appointment of the Paying Agent and agree to pay to the Paying Agent the amounts set forth in the Fee Letter. Each Obligor that is not intended a party to connote this Agreement shall be deemed to have consented to the appointment of the Paying Agent under this Agreement and to have acknowledged that the provisions of this Agreement apply to such Obligor mutatis mutandis as though it were a party hereto (and any fiduciary acceptance by such Obligor of the benefits of this Agreement or any other implied (or express) obligations arising under agency doctrine document delivered in connection with this Agreement shall be deemed an acknowledgement 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 partiesthe foregoing).

Appointment. Each of Lender and the Lenders Issuing Lender hereby irrevocably designates and appoints DB to act on its behalf as the Administrative Agent as the agent of such Lender and the Collateral Agent hereunder and Issuing Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Loan Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby and the Issuing Lender irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for Without limiting the benefit generality of the Agents foregoing, the Administrative Agent is hereby expressly authorized to (i) execute any and all documents (including the Intercreditor Agreements and releases) with respect to the Collateral and the Lendersrights of the Secured Parties with respect thereto, as contemplated by and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of in accordance with the provisions of this Article XIIAgreement and the Security Documents and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall have no duties or responsibilities, except to the extent those expressly set forth in herein, or any fiduciary relationship with any Lender or the Issuing Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (Agreement or any other similar term) with reference Loan Document or otherwise exist against the Administrative Agent, regardless of whether a Default or an Event of Default has occurred and is continuing. Each Lender and the Issuing Lender further acknowledges that it has received a copy of each Intercreditor Agreement and hereby authorizes the Administrative Agent to any Agent enter into or execute a joinder to the same, and agrees to be bound by its terms. Each of the Lenders and the Issuing Lender hereby agrees that JPMorgan Chase Bank, N.A., in its various capacities thereunder, may take such actions on its behalf as is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine contemplated by the terms of any applicable LawIntercreditor Agreement. Instead such term is used Each Lender hereby (i) acknowledges that JPMorgan Chase Bank, N.A. may act under one or more Intercreditor Agreements in multiple capacities as a matter the Administrative Agent, the Collateral Agent and the administrative agent and the collateral agent pursuant to other Indebtedness subject thereto and (ii) waives any conflict of market custominterest, now contemplated or arising hereafter, in connection therewith and is intended agrees not to create assert against the JPMorgan Chase Bank, N.A. or reflect only an administrative relationship between contracting partiesany of its Related Persons any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

Appointment. Each of Lender and the Lenders Issuer hereby irrevocably appoints DB designates NCBC to act on its behalf as the Administrative Agent for such Lender and the Collateral Agent hereunder and Issuer under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Other Loan Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that and the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders Issuer hereby irrevocably authorize each of authorizes the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Other Loan Documents and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto and the Agent shall hold all Collateral, payments of principal and interest, fees, charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of the Secured Creditors. The Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes) the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability or which is contrary to this Agreement or the Other Loan Documents or applicable law unless the Agent is furnished with an indemnification reasonably satisfactory to the Agent with respect thereto. The Agent shall also act as the “collateral agent” under this Agreement and the Other Loan Documents, and each of the Lenders and the Issuer hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender and 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 Agent, as “collateral agent” and any agents or employees appointed by such Agent pursuant to this Section for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under this Agreement or the Other Loan Documents, or for exercising any rights and remedies thereunder at the direction of such Agent), shall be entitled to the benefits of all provisions of this Article are solely XIII and Article XV as if set forth in full herein with respect thereto. In relation to all Liens and Collateral constituted under the laws of England or Scotland, the Agent hereby declares that it holds such Liens and Collateral (in addition to, and not in substitution for, its capacity as “collateral .agent”) as trustee for itself, the benefit Lenders and the Issuer. Each of the Agents and the Lenders, the Issuer and neither Borrower nor any other Credit Party shall have rights the Loan Parties herby appoints the Agent as a third party beneficiary of any of the provisions of this Article XII, except trustee for that purpose. The perpetuity period applicable to the extent set forth trust constituted by this declaration shall be eighty (80) years. References to the Agent in this Section 12.01, Section 12.06 and Section 12.07(b). 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 Agreement include a reference to any the Agent is not intended to connote any fiduciary acting as security trustee in respect of all Liens and Collateral constituted under the laws of England 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 partiesScotland.

Appointment. Each of the Lenders (a) YRC Assurance hereby irrevocably designates and appoints DB to act on its behalf itself as the Administrative Agent and the Collateral YRCA Agent hereunder and under the other Credit DocumentsTransaction Documents to which the YRCA Agent is a party, and authorizes the Administrative YRCA Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to such the YRCA Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit Each member of the Agents Three Pillars Group hereby irrevocably designates and appoints STRH as Three Pillars Agent hereunder and under the Lendersother Transaction Documents to which the Three Pillars Agent is a party, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of authorizes the Three Pillars Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Three Pillars Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Wachovia Group hereby irrevocably designates and appoints Wachovia Bank, National Association as Wachovia Agent hereunder and under the other Transaction Documents to which the Wachovia Agent is a party, and authorizes the Wachovia Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Wachovia Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Falcon Group hereby irrevocably designates and appoints JPMorgan Chase as Falcon Agent hereunder and under the other Transaction Documents to which the Falcon Agent is a party , and authorizes the Falcon Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Falcon Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Amsterdam Group hereby irrevocably designates and appoints ABN AMRO as Amsterdam Agent hereunder and under the other Transaction Documents to which the Amsterdam Agent is a party , and authorizes the Amsterdam Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Amsterdam Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each of the Purchasers, the LC Issuer and the Co-Agents hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Article XIIAgreement, no Agent shall have any duties or responsibilities, except to the extent those expressly set forth in this Section 12.01the Transaction Documents to which it is a party, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) fiduciary relationship with reference to any Agent is not intended to connote any fiduciary Purchaser or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market customthe LC Issuer, and is intended to create no implied covenants, functions, responsibilities, duties, obligations or reflect only an administrative relationship between contracting partiesliabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent.

Appointment. (a) In order to facilitate the transactions contemplated by this Agreement, Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents (including as administrative agent and collateral agent in respect of the Facility. Each of the Lenders and each assignee of any such Lender hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB The Administrative Agent is hereby appointed Auction Manager expressly authorized by the Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the L/C Borrowings, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower or any of its Restricted Subsidiaries pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Collateral Agent is hereby authorizes expressly authorized to execute any and all documents (including releases) with respect to the Auction Manager to act Collateral and the rights of the Secured Parties with respect thereto, as its agent contemplated by and in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents Security Documents, and to exercise all such powers rights and perform remedies in respect of such duties as are expressly delegated to such Agent Collateral shall be implemented by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesCollateral Agent.

Appointment. Each of the (a)i)The Lenders hereby irrevocably appoints DB to act on its behalf appoint Deutsche Bank AG New York Branch as the Administrative Agent and (for purposes of this Agreement, the term “Administrative Agent” shall include Deutsche Bank AG New York Branch (or any successor Administrative Agent) in its capacity as the Collateral Agent hereunder pursuant to the Security Documents) and as the Collateral Agent (and for purposes of this Agreement, the term “Collateral Agent” shall include Deutsche Bank AG New York Branch in its capacity as the UK Security Trustee under the laws of England and Wales and as agent or trustee in relation to any Security Documents under the laws of any other Credit Documents, jurisdiction other than those of any State of the United States) for the Secured Creditors under all applicable Security Documents and authorizes the Guaranty (the Administrative Agent is sometimes referred to in this Article XI as “Agent”) to act as herein specified herein and in the Collateral Agent other Loan Documents. Each Lender hereby irrevocably authorizes and each holder of any Note by the acceptance of such Note shall be deemed to irrevocably authorize Agents to take such action ​ 242 ​ ​ on its behalf under the provisions hereof, the other Loan Documents (including, without limitation, to give notices and take such actions on its behalf of the Required Lenders as are consented to in writing by the Required Lenders) and any other instruments, documents and agreements referred to herein or therein and to exercise such powers hereunder and thereunder as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents thereof and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights Except as a third party beneficiary of any of the provisions of this Article XII, except to the extent expressly set forth in this Section 12.01the Loan Documents, Section 12.06 Agent shall have no duty to disclose, and Section 12.07(b). It shall not be liable for the failure to disclose, any information relating to Company or any of its Subsidiaries that is understood and agreed that communicated to or obtained by the use financial institution serving in such capacity or any of the term “agent” herein or its Affiliates in any capacity. Agent may perform any of their respective duties hereunder and under the other Credit Documents (Loan Documents, by or any other similar term) with reference to any Agent is not intended to connote any fiduciary through their officers, directors, agents, employees 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 partiesaffiliates.

Appointment. Each Lender and the Letter of the Lenders Credit Issuer hereby irrevocably designates and appoints DB to act on its behalf JPMCB as the Administrative Agent and (for purposes of this Article IX, the Collateral term “Administrative Agent” shall mean JPMCB in its capacity as Administrative Agent hereunder and under in its capacity as Collateral Agent pursuant to the Security Documents), Fifth Third Bank, Compass Bank and Branch Banking and Trust Company, as Co-Syndication Agents, The Bank of Tokyo Mitsubishi UFJ, Ltd., Bank of America, N.A., Xxxxxxx Xxxxx Bank USA, PNC Bank, National Association, Xxxxx Fargo Bank, National Association, The Bank of Nova Scotia and U.S. Bank National Association, as Co-Documentation Agents, X.X. Xxxxxx Securities LLC as Sole Lead Arranger and Joint Bookrunner and Bank of America, N.A. and Xxxxxxx Sachs Bank USA, as Joint Bookrunners, in each case to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with with, in the case of the Administrative Agent and the Collateral Agent, such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this Article IX. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Agents Administrative Agent and the Lenders, and neither the US Borrower nor any other Credit Party of its Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of this Article XII, except the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the US Borrower or any of its Subsidiaries. Notwithstanding anything herein to the extent set forth in this Section 12.01contrary, Section 12.06 and Section 12.07(b). It is understood and agreed that the use neither of the term “agent” herein Sole Lead Arrangers and Sole Bookrunner nor (in their capacities as such) Agents listed on the cover page hereof shall have any powers, duties or in responsibilities under any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesDocument.

Appointment. Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf each Agent as the Administrative Agent and the Collateral Agent hereunder and agent of such Lender under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each such Lender hereby irrevocably authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative such Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and the Interim Order or the Final DIP Order, as applicable, and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and Agreement, the other Credit DocumentsDocuments and the Interim Order or the Final DIP Order, as applicable, together with such other powers as are reasonably incidental thereto. The provisions of Notwithstanding any provision to the contrary elsewhere in this Article are solely for the benefit of the Agents and the LendersAgreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and neither Borrower nor no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Party shall have rights Document or otherwise exist against any Agent. Each Revolving Credit Lender does hereby constitute and appoint the Revolving Credit Collateral Agent as a third party beneficiary its true and lawful attorney-in-fact, which power of attorney is irrevocable and coupled with an interest, to execute and deliver on its behalf such Ancillary Collateral Documents, including any deposit account control, blocked account and similar agreements, and such additional instruments, certificates or documents as the Revolving Credit Collateral Agent may reasonably deem necessary for the purposes of implementing or effectuating the provisions of this Article XIIAgreement and the other Credit Documents, except or of more fully protecting, perfecting or renewing the rights and Liens of the Revolving Credit Collateral Agent and the Revolving Credit Secured Parties with respect to the extent Collateral. Each Term Loan Lender does hereby constitute and appoint the Term Loan Collateral Agent as its true and lawful attorney-in-fact, which power of attorney is irrevocable and coupled with an interest, to execute and deliver on its behalf such Ancillary Collateral Documents, including any deposit account control, blocked account and similar agreements, and such additional instruments, certificates or documents as the Trico Marine DIP Credit Agreement Term Loan Collateral Agent may reasonably deem necessary for the purposes of implementing or effectuating the provisions of this Agreement and the other Credit Documents, or of more fully protecting, perfecting or renewing the rights and Liens of the Term Loan Secured Parties with respect to the Collateral. Each Lender, whether signatory hereto or joining through an Assignment and Acceptance, irrevocably agrees to be bound by any such Ancillary Collateral Documents, instruments, certificates or documents, regardless of whether such Lender is directly a party thereto, including all indemnity obligations of such Lender and other provisions set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead therein as if such term is used as Lender were directly a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesparty thereto.

Appointment. Each of the Lenders Lender and each Agent hereunder hereby irrevocably designates and appoints DB to act on its behalf U.S. Bank National Association as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Transaction Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender and each Agent hereunder hereby irrevocably designates and appoints Deutsche Bank AG, New York Branch as the Administrative Agent hereunder and under the other Transaction Documents, and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The provisions Collateral Agent, the Administrative Agent and each Agent hereby accepts such appointment. Each of the Administrative Agent and the Collateral Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent or Collateral Agent to each Agent, provided that the Collateral Agent shall not be obligated to deliver any such copy to DBNY, in its capacity as an Agent, if DBNY is the Administrative Agent at such time and the notice, certificate, report or other document on its face indicates that the Administrative Agent has received a copy of such item. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent, the Collateral Agent nor any Agent (the Administrative Agent, the Collateral Agent and each Agent being referred to in this Article are solely for the benefit of the Agents and the Lendersas a “Note Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and neither Borrower nor no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting partiesNote Agent.

Appointment. (a) Each of the Lenders Lender hereby irrevocably designates and appoints DB to act on its behalf Fleet as the Administrative Agent and the Collateral Agent hereunder and of such Lender under the other Credit Documentsthis Agreement, and each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocably authorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Credit Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent hereby agrees that it shall administer this Agreement and the other Loan Documents and service the Loans with the same degree of care as Administrative Agent would use in servicing a loan of similar size and type for its own account. The Administrative Agent agrees to act as such on the express conditions contained in this Article XI. The Administrative Agent may exercise its powers and execute its duties by or through employees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Administrative Agent may utilize the services of such Persons as the Administrative Agent may reasonably determine, and all reasonable fees and expenses of any such Persons shall be paid by the Borrower. Neither the Administrative Agent nor any of its shareholders, directors, officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable to any of the Lenders for any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Administrative Agent or such other Person, as the case may be, may be liable for losses due to its willful misconduct or gross negligence. For the purposes of carrying out the provisions and exercising the rights, remedies, powers and privileges granted by or referred to in this Agreement and the Loan Documents, each of the Lenders, subject to the other terms of this Article Agreement and the Loan Documents, hereby irrevocably constitutes and appoints the Administrative Agent to enforce the Loan Documents and to exercise such powers, rights and remedies under this Agreement and the Loan Documents as are solely delegated to Administrative Agent by the terms hereof or thereof, together with all such powers, rights and remedies as are reasonably incidental thereto, on behalf of and for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). 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 any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. Each of the Lenders hereby irrevocably appoints DB to act on the Agent as its behalf as the Administrative Agent and the Collateral Agent agent hereunder and under the other Credit Loan Documents, and to act as the Collateral Agent on behalf of the Lenders hereunder and under the other Loan Documents, and in each case authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant . Any reference herein to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and Agent shall include the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations Agent in its capacity as Agent hereunder and as Collateral Agent under any Loan Document. Each Lender does hereby make, constitute and appoint the Auction Manager Agent its true and lawful attorney-in-fact with full powers of substitution and resubstitution for such Lender and in its name, place and stead, in any and all capacities, to execute for such Lender and on its behalf any document or agreement for which the Agent is empowered to act on behalf of such Lender under this Article 12, granting to the Agent full power and authority to do and perform each act requisite and necessary to be done, as are specifically described fully to all intents and purposes as the Lender could do in this Agreement and person, provided that such power shall be entitled granted only to the benefits of extent necessary to undertake the actions permitted to be done or taken by the Agent under this Article XII, as applicable12. Each of the Lenders hereby irrevocably authorize authorizes, and each holder of any Loan by the Agents (other than acceptance of such Loan shall be deemed irrevocably to authorize, the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its their behalf under the provisions of this Agreement and Agreement, the other Credit Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to such or required of the Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental hereto and thereto. The Agent may perform any of its duties hereunder by or through its officers, directors, agents, employees or affiliates. The Agent shall not have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Lender or the Borrowers, and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein. Each Lender hereby accepts the pledges, mortgages and fiduciary assignments created for its benefit under the Security Agreement and empowers the Agent to enter into such agreements and act as Collateral Agent on behalf and for the benefit of each Lender. The provisions of this Article 12 are solely for the benefit of the Agents Agent and the Lenders, and neither Borrower the Borrowers nor any other Credit Party of the Subsidiaries or Affiliates of the Borrowers shall have any rights as a third party beneficiary of any of the provisions of hereof. In performing its functions and duties under this Article XIIAgreement, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use Agent shall act solely as agent of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference Lenders and the Agent does not assume and shall not be deemed to any Agent is not intended to connote have assumed any fiduciary relationship or other implied (obligation or express) obligations arising under relationship of agency doctrine or trust with the Borrowers or for any of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create their Subsidiaries or reflect only an administrative relationship between contracting partiesAffiliates.