Common use of Appointment; Nature of Relationship Clause in Contracts

Appointment; Nature of Relationship. JPMCB is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB Chase is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to in this Section 10.1 in such capacity as the “Agent”) hereunder and under each other Loan DocumentDocument (including, without limitation, as “Collateral Agent” under each of the Collateral Documents), and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (iib) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iiic) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB is hereby appointed by each of the Lenders Xxxxxxx and each of the Issuing Banks as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender Xxxxxx and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks Xxxxx hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB Administrative Agent is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon on the express conditions contained in this Article X. 13. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall will not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Oklahoma Uniform Commercial Code Code, and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB is hereby appointed by each Subject to the terms and conditions contained in this Agreement, the Agent (on behalf of the Lenders Banks) and each of the Issuing Banks Pru Noteholders hereby designate and appoint JPMorgan as its contractual representative (herein referred to as their Collateral Agent under this Agreement and the “Agent”) hereunder and under each other Loan DocumentCollateral Documents, and each of them hereby authorizes the Lenders Collateral Agent to take such action on its behalf under the provisions of this Agreement and the each of the Issuing Banks irrevocably authorizes the Agent Collateral Documents and to act exercise such powers as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly are set forth herein and in the or therein, together with such other Loan Documentspowers as are incidental thereto. The Collateral Agent agrees to act as such contractual representative upon on the express terms and conditions contained in this Article X. Agreement. Notwithstanding the use of the defined term “Collateral Agent,” it is expressly understood and agreed that the Collateral Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank Secured Party by reason of this Agreement or any other Loan Document and that the Collateral Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks Secured Parties with only those duties as are expressly set forth in this Agreement and the other Loan Collateral Documents. In its capacity as the Lenders’ and the Issuing BanksSecured Parties’ contractual representative, the Collateral Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, Secured Parties and (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Collateral Documents. Each The Agent (on behalf of the Lenders Banks) and the Issuing Banks hereby agrees Pru Noteholders agree to assert no claim against the Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender of them hereby waives.

Appointment; Nature of Relationship. JPMCB is hereby appointed by each The Agent, on behalf of the Lenders Banks, and each Noteholder and each Additional Holder by its acceptance of the Issuing Banks any Lender Document, hereby designates and appoints JPMCB as its contractual representative (herein referred to as Collateral Agent under this Agreement and the “Agent”) hereunder and under each other Loan DocumentCollateral Documents, and each of the Lenders and the each of the Issuing Banks them hereby irrevocably authorizes the Collateral Agent to act take such action on its behalf under the provisions of this Agreement and the Collateral Documents and to exercise such powers as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly are set forth herein and in the or therein, together with such other Loan Documentspowers as are incidental thereto. The Collateral Agent agrees to act as such contractual representative upon on the express terms and conditions contained in this Article X. Agreement. Notwithstanding the use of the defined term “Collateral Agent,” it is expressly understood and agreed that the Collateral Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Collateral Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Collateral Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Collateral Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, and (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Collateral Documents. Each The Agent, on behalf of the Lenders Banks, each Noteholder and the Issuing Banks hereby each Additional Holder by its acceptance of any Lender Document agrees to assert no claim against the Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender of them hereby waives.

Appointment; Nature of Relationship. JPMCB is hereby appointed by each Subject to the terms and conditions contained in this Agreement, the Agent (on behalf of the Lenders Banks) and each of the Issuing Banks Pru Noteholders hereby designate and appoint SunTrust as its contractual representative (herein referred to as their Collateral Agent under this Agreement and the “Agent”) hereunder and under each other Loan DocumentCollateral Documents, and each of them hereby authorizes the Lenders Collateral Agent to take such action on its behalf under the provisions of this Agreement and the each of the Issuing Banks irrevocably authorizes the Agent Collateral Documents and to act exercise such powers as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly are set forth herein and in the or therein, together with such other Loan Documentspowers as are incidental thereto. The Collateral Agent agrees to act as such contractual representative upon on the express terms and conditions contained in this Article X. Agreement. Notwithstanding the use of the defined term “Collateral Agent,” it is expressly understood and agreed that the Collateral Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank Secured Party by reason of this Agreement or any other Loan Document and that the Collateral Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks Secured Parties with only those duties as are expressly set forth in this Agreement and the other Loan Collateral Documents. In its capacity as the Lenders’ and the Issuing BanksSecured Parties’ contractual representative, the Collateral Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, Secured Parties and (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Collateral Documents. Each The Agent (on behalf of the Lenders Banks) and the Issuing Banks hereby agrees Pru Noteholders agree to assert no claim against the Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender of them hereby waives.

Appointment; Nature of Relationship. JPMCB is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “"Agent”") hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' and the Issuing Banks’ ' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, (ii) is a “"representative” " of the Lenders and the Issuing Banks within the meaning of the term “"secured party” " as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB JPMorgan is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB is hereby appointed by each Subject to the terms and conditions contained in this Agreement, the Agent (on behalf of the Lenders Banks) and each of the Issuing Banks Noteholders hereby designate and appoint SunTrust as its contractual representative (herein referred to as their Collateral Agent under this Agreement and the “Agent”) hereunder and under each other Loan DocumentCollateral Documents, and each of them hereby authorizes the Lenders Collateral Agent to take such action on its behalf under the provisions of this Agreement and the each of the Issuing Banks irrevocably authorizes the Agent Collateral Documents and to act exercise such powers as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly are set forth herein and in the or therein, together with such other Loan Documentspowers as are incidental thereto. The Collateral Agent agrees to act as such contractual representative upon on the express terms and conditions contained in this Article X. Agreement. Notwithstanding the use of the defined term “Collateral Agent,” it is expressly understood and agreed that the Collateral Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank Secured Party by reason of this Agreement or any other Loan Document and that the Collateral Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks Secured Parties with only those duties as are expressly set forth in this Agreement and the other Loan Collateral Documents. In its capacity as the Lenders’ and the Issuing BanksSecured Parties’ contractual representative, the Collateral Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banks, Secured Parties and (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Collateral Documents. Each The Agent (on behalf of the Lenders Banks) and the Issuing Banks hereby agrees Noteholders agree to assert no claim against the Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender of them hereby waives.

Appointment; Nature of Relationship. JPMCB The Administrative Agent is hereby appointed by each of the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Issuing Banks as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder, if applicable) as the “Agent”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Funding Agents and the Lenders and the each of the Issuing Banks Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Lender and such Issuing Bank Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Issuing Bank Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and the Issuing Banks each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and the Issuing Banks’ each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (iA) does not hereby have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or the Issuing Banksany Qualifying Hedge Counterparty, (iiB) is a “representative” of the Funding Agents, the Lenders and the Issuing Banks each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the term “secured party” UCC as defined in effect in the State of New York Uniform Commercial Code York, and (iiiC) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Transaction Documents. Each of the Funding Agents, the Lenders and the Issuing Banks hereby agrees each Qualifying Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender hereby and each Qualifying Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Appointment; Nature of Relationship. JPMCB UBS AG, Stamford Bank, is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein representative, therein referred to as the “Administrative Agent”) ” hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Administrative Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (iib) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured partySecured Party” as defined in the New York Uniform Commercial Code and (iiic) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other party to this Agreement shall have rights as a third party beneficiary of any of such provisions.

Appointment; Nature of Relationship. JPMCB Bank One is hereby appointed by the Lenders (each reference in this Article XI to a Lender being in its capacity either as a Lender or an Issuing Lender or a Swing Line Lender, or any or all of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to foregoing) as the “Agent”) Administrative Agent hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ ' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (ii) is a “"representative” " of the Lenders and the Issuing Banks within the meaning of Section 9-105 of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB First Chicago is hereby appointed by the Lenders (each reference in this Article XI to a Lender being in its capacity either as a Lender or an Issuing Lender or a Swing Line Lender, or any or all of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to foregoing) as the “Agent”) Administrative Agent hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. XI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ ' contractual representative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (ii) is a “"representative” " of the Lenders and the Issuing Banks within the meaning of Section 9-105 of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “"Agent”") hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank Banks with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' and the Issuing Banks’ ' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the any Issuing Banks, Bank and (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks Banks, for itself and each of its Affiliates, hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender, each Issuing Bank and each Affiliate of each Lender and each Issuing Bank hereby waives.

Appointment; Nature of Relationship. JPMCB Bank One, NA, having its principal office in Chicago, Illinois is hereby appointed by each of the Lenders (including the Issuing Lender, and each of reference in this Article X to a Lender shall include the Issuing Banks Lender) as its contractual representative (herein referred to as the “"Agent”") hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ ' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (ii) is a “"representative” " of the Lenders and the Issuing Banks within the meaning of Section 9-105 of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB JPMorgan Chase Bank is hereby appointed by each of the Lenders and each of the Issuing Banks as its a contractual representative (herein referred to as the “Administrative Agent”) and Bank One, NA is hereby appointed by each of the Lenders as a contractual representative (herein referred to as the “Collateral Agent”; the Administrative Agent and the Collateral Agent each an “Agent” and, collectively, the “Agents”) hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent Agents to act as the contractual representative representatives of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent Each Agents agrees to act as such contractual representative upon the express conditions contained in this Article X. 10. Notwithstanding the use of the defined term “Agentagent,” it is expressly understood and agreed that neither of the Agent Agents shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its their capacity as the Lenders’ and contractual representatives, each of the Issuing Banks’ contractual representative, the Agent Agents (ia) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (iib) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code UCC, and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against either of the Agent Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB Chase is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to in this Section 10.1 in such capacity as the “Agent”) hereunder and under each other Loan DocumentDocument (including, without limitation, as “Collateral Agent” under each of the Collateral Documents), and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ contractual representative, the Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (iib) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iiic) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.. 124

Appointment; Nature of Relationship. JPMCB JPMorgan Chase Bank is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “"Agent”") hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank Banks with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ ' and the Issuing Banks’ ' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the any Issuing Banks, Bank and (ii) is a “representative” of the Lenders and the Issuing Banks within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks Banks, for itself and each of its Affiliates, hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender, each Issuing Bank and each Affiliate of each Lender and each Issuing Bank hereby waives.

Appointment; Nature of Relationship. JPMCB The Facility Agent is hereby appointed by each of the Lenders (and by each Hedge Counterparty by execution of the Issuing Banks as its contractual representative (herein referred to a Hedge Counterparty Joinder, if applicable) as the “Agent”) Facility Agent hereunder and under each other Loan Transaction Document, and each of the Lenders and the each of the Issuing Banks Hedge Counterparty irrevocably authorizes the Facility Agent to act as the contractual representative of such Lender and such Issuing Bank Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Facility Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. VII. Notwithstanding the use of the defined term “Facility Agent,” it is expressly understood and agreed that the Facility Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Facility Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Loan Transaction Documents. In its capacity as the Lenders’ and the Issuing Banks’ each Hedge Counterparty’s contractual representative, the Facility Agent (iA) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing Banksany Hedge Counterparty, (iiB) is a “representative” of the Lenders and the Issuing Banks each Hedge Counterparty within the meaning of Section 9-102 of the term “secured party” UCC as defined in effect in the State of New York Uniform Commercial Code York, and (iiiC) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Transaction Documents. Each of the Lenders and the Issuing Banks hereby agrees each Hedge Counterparty agree to assert no claim against the Facility Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby and each Hedge Counterparty waives.

Appointment; Nature of Relationship. JPMCB The First National Bank of ----------------------------------- Chicago is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “"Agent”") hereunder and under each other Loan Document, under each of the Related Facility Credit Agreements each of the Subsidiary Borrower Loan Documents (as defined in the Related Facility Credit Agreements) (collectively, the "Combined Credit Facilities Documents") and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Combined Credit Facilities Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Combined Credit Facilities Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Combined Credit Facilities Documents. In its capacity as the Lenders’ and the Issuing Banks’ ' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (ii) is a “"representative” " of the Lenders and the Issuing Banks within the meaning of Section 9-105 of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Combined Credit Facilities Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment; Nature of Relationship. JPMCB CLNY is hereby appointed by each of the Term Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “Agent”) Administrative Agent hereunder and under each other Loan DocumentCredit Document (other than the Security Documents), and to act as the Collateral Agent under each of the Security Documents, and each of the Term Lenders and the each of the Issuing Banks irrevocably authorizes the Agent Agents to act as the contractual representative representatives of such Term Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Credit Documents. The Agent agrees Agents agree to act as such contractual representative upon the express conditions contained in this Article X. IX. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that neither of the Agent Agents shall not have any fiduciary responsibilities to any Term Lender or any Issuing Bank by reason of this Agreement or any other Loan Credit Document and that the Agent is Agents are merely acting as the contractual representative representatives of the Term Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Credit Documents. In its capacity as the Term Lenders’ and the Issuing Banks’ ' contractual representative, the Agent Agents (ia) does do not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksTerm Lenders, (iib) is a “representative” are "representatives" of the Term Lenders and the Issuing Banks within the meaning of Section 9-105 of the term “secured party” as defined in the New York Uniform Commercial Code as adopted in the State of New York and (iiic) is are acting as an independent contractorcontractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Credit Documents. Each of the Term Lenders and the Issuing Banks hereby agrees to assert no claim against either of the Agent Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Term Lender hereby waives.

Appointment; Nature of Relationship. JPMCB JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders and each of the Issuing Banks as its contractual representative (herein referred to as the “"Agent”") hereunder and under each other Loan Document, and each of the Lenders and the each of the Issuing Banks irrevocably authorizes the Agent to act as the contractual representative of such Lender and such Issuing Bank with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender or any Issuing Bank by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders and the Issuing Banks with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ and the Issuing Banks’ ' contractual representative, the Agent (ia) does not hereby assume any fiduciary duties to any of the Lenders or the Issuing BanksLenders, (iib) is a “"representative” " of the Lenders and the Issuing Banks within the meaning of Section 1.201 of the term “secured party” as defined in the New York Uniform Commercial Code and (iiic) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and the Issuing Banks hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. In addition to the preceding, the L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall have all of the benefits and immunities (i) provided to the Agent in this Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with the Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent" as used in this Article X included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.