Common use of Appointment; Nature of Relationship Clause in Contracts

Appointment; Nature of Relationship. The Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. 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 Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying such Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. Except as otherwise provided in Section 7.9, the provisions of this Article VII are solely for the benefit of the Administrative Agent, the Funding Agents and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provision. 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying the Hedge Counterparty Counterparties 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 and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent (a) JPMCB is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Administrative Agent”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, Illinois Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) Each Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.

Appointment; Nature of Relationship. The Agent SunTrust Bank is hereby appointed by the Funding Agents and each of the Lenders (as its contractual representative as Administrative Agent and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Collateral Agent hereunder and under each other Transaction Loan Document, and each of the Funding Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender (each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto, with the Holders of Prudential Note Obligations to be intended third-party beneficiaries of such agreement) and each of the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes each of the Agent Agents to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIARTICLE IX. Notwithstanding the use of the defined term terms “Administrative Agent,” or “Collateral Agent”, it is expressly understood and agreed that the Agent Agents shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its their capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representativerepresentatives, the (i) neither Agent (A) does not assume hereby assumes any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartySecured Parties, (Bii) the Collateral Agent is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Secured Parties within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, York Uniform Commercial Code and (Ciii) each Agent 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 Transaction Loan Documents. Each of the Funding AgentsLenders, the Lenders for itself and each Qualifying Hedge Counterparty agree on behalf of its Affiliates as Holders of Obligations, hereby agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding AgentHolder of Obligations hereby waives. Except as expressly set forth herein, each Lender and each Qualifying Hedge Counterparty waivesneither Agent shall have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower or any other Loan Party that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. The Agent (a) Bank One is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent "Administrative Agent") hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (Cii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) The Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. The Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Administrative Agent", as used in this Article X, included the Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to the Issuer.

Appointment; Nature of Relationship. The Agent Compressco LP is hereby appointed by each of the Funding Agents and the Lenders Borrowers as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Parent Borrower”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrowers irrevocably authorizes the Agent Parent Borrower to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Parent Borrower agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, the use Borrowers hereby appoint the Parent Borrower as their agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Parent Borrower shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall not have any fiduciary responsibilities be liable to any Funding Agent or Lender the Parent Borrower or any Qualifying Hedge Counterparty Borrower for any action taken or omitted to be taken by reason the Parent Borrower or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Parent Borrower to act as its agent for all purposes of this Agreement Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Agent is merely acting Parent Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the representative Parent Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the Funding Agentsterms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Parent Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Parent Borrower on behalf of each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesLoan Parties.

Appointment; Nature of Relationship. The Agent (a) JPMCB is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Administrative Agent”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, Illinois Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) Each Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.

Appointment; Nature of Relationship. The Agent Bank One,NA is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Each of SunTrust Bank and U.S. Bank National Association is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of Bank of America, N.A. and Fleet National Bank is hereby appointed by each of the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “"Administrative Agent,” ", "Syndication Agent" or "Documentation Agent", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (ii) are "representatives" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term "secured party" as in effect defined in the State of New York, Illinois Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Administrative Agent is hereby appointed by the Funding Agents each Lender as its sole and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent exclusive contractual representative hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Lender irrevocably authorizes the Administrative Agent to act as the sole and exclusive contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII13. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New YorkLenders, and (Cb) 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 Transaction Loan Documents. Each Lender hereby agrees to assert with respect to the Loan Documents and administration of the Funding AgentsLoan, the Lenders and 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 AgentLender hereby waives. Each Lender hereby agrees that, each except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of Borrower’s obligations hereunder), Administrative 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 Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrower; provided, however, that, notwithstanding anything in this Agreement to the contrary, Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable law. Not in limitation of the foregoing, Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or Event of Default unless the Requisite Lenders have directed Administrative Agent otherwise. Without limiting the foregoing, no Lender and each Qualifying Hedge Counterparty waivesshall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment; Nature of Relationship. The Facility Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Facility Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Facility Agent to act as the contractual representative of such Funding Agent Lender and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Facility Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Facility Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Facility Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent Morgxx Xxxranty Trust Company of New York is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The NBD Bank is hereby appointed by the Lenders as the Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “terms "Administrative Agent,” " "Documentation Agent", and "Agents", it is expressly understood and agreed that the neither Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the each Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the either 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent (a) JPMCB is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Administrative Agent”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, Illinois Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) Each Issuer shall act on behalf of the Revolving Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.

Appointment; Nature of Relationship. The Agent AMID Borrower is hereby appointed by each of the Funding Agents and the Lenders Borrowers as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Borrower Representative”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall not have any fiduciary responsibilities be liable to any Funding Agent or Lender the Borrower Representative or any Qualifying Hedge Counterparty Borrower for any action taken or omitted to be taken by reason the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Agent is merely acting Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the representative Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the Funding Agentsterms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesLoan Parties.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and 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 and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. 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 Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent First National Bank of Chicago is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each Without limiting Section 10.3 below, each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and 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 and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent Parent Borrower is hereby appointed by each of the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) Borrowers as the Agent its contractual representative hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrower irrevocably authorizes the Agent Parent Borrower to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Parent Borrower agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, each Borrower hereby appoints the use Parent Borrower as its agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Parent Borrower shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall not have any fiduciary responsibilities be liable to any Funding Agent or Lender the Parent Borrower or any Qualifying Hedge Counterparty Borrower for any action taken or omitted to be taken by reason the Parent Borrower or any Borrower pursuant to this Section 11.1. For the avoidance of doubt, each Loan Party hereby appoints the Parent Borrower to act as its agent for all purposes of this Agreement Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Agent is merely acting Parent Borrower may execute such documents and provide such authorizations on behalf of such Loan Party as the representative Parent Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the Funding Agentsterms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Parent Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Parent Borrower on behalf of each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesLoan Parties.

Appointment; Nature of Relationship. The Agent Xxxxxx Guaranty is hereby ----------------------------------- appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Bank One is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Bank of America is hereby appointed by each of the Lenders as the Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined --------- term “"Administrative Agent,” ", "Syndication Agent" and "Documentation Agent", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (ii) are "representatives" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction DocumentCredit Document (other than the Vessel Mortgage), and to act as the security trustee under the Vessel Mortgage, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative representatives of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Credit Documents. Bank One is hereby appointed by the Lenders as the Issuing Bank hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes the Issuing Bank to act with the rights and duties expressly set forth herein and in the other Credit Document regarding the Issuing Bank. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIVIII. Notwithstanding the use of the defined term “"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 Qualifying Hedge Counterparty by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Lender s with only those duties as are expressly set forth in this Agreement and the other Transaction Credit Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (b) are "representatives" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC Uniform Commercial Code as in effect adopted in the State of New York, York and (Cc) 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 Transaction Credit Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent Huntington is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) referred to as the Agent hereunder “Administrative Agent”) under this Agreement and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent in this Agreement to act take such actions on its behalf and to exercise such powers as are delegated to the contractual representative Administrative Agent by the terms of this Agreement, together with such Funding Agent actions and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documentspowers as are reasonably incidental thereto. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIISection 11.01. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In The Administrative Agent acknowledges, solely in its capacity as the Funding Agents’Administrative Agent, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent that (Ai) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) it is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New YorkUniform Commercial Code, and (Cii) it 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 Transaction Loan Documents. Each Without limiting the generality of the Funding Agentsforegoing, or of any other provision of the Loan Documents that provides rights or powers to the Administrative Agent, Lenders agree that the Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of each Borrower and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) exclusively receive, apply, and distribute the Collections of each Borrower and its Subsidiaries as provided in the Loan Documents, (d) open and maintain such bank accounts as the Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of each Borrower and its Subsidiaries, (e) perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to each Borrower, the Obligations, the Collateral, the Collections of each Borrower and each Qualifying Hedge Counterparty agree its Subsidiaries, or otherwise related to assert no claim against any of same as provided in the Loan Documents, and (f) incur and pay such expenses as the Administrative Agent on any agency theory may deem necessary or any other theory appropriate for the performance and fulfillment of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender its functions and each Qualifying Hedge Counterparty waivespowers pursuant to the Loan Documents.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and 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 and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent Bank One, NA is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Wachovia Bank, N.A. is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of LaSalle Bank National Association and Key Bank National Association is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “Administrative Agent,”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a are “representativerepresentatives” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and 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 and each Qualifying Hedge Counterparty waives. [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.

Appointment; Nature of Relationship. The Agent Michigan National is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction DocumentLoan Document and ABN AMRO is appointed by the Lenders (in each case on such Lender's behalf and on behalf of its Affiliates and their respective officers, directors, employees, attorneys and agents) as the Syndication Agent and Collateral Agent hereunder and under each of the other Loan Documents, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent Agents to act as the contractual representative representatives of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Each of the Agents agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “"Administrative Agent,” " "Collateral Agent," "Syndication Agent" or "Agent," it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is Agents are merely acting as the representative representatives of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the (i) no Agent (A) does not assume assumes any fiduciary duties to any of the Funding AgentsLenders, (ii) each Agent is a "representative" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) each Agent 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding AgentLender waives. Each reference in this Article XI to a "Lender" shall in each case include other Holders of Secured Obligations which constitute an Affiliate of such Lender or its or its Affiliate's officers, each Lender directors, employees and each Qualifying Hedge Counterparty waivesagents, it being the intention of the parties that the Agents act on behalf of the Holders of Secured Obligations hereunder and under the other Loan Documents.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying such Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. Except as otherwise provided in Section 7.9, the provisions of this Article VII are solely for the benefit of the Administrative Agent, the Funding Agents and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provision. 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying eachthe Hedge Counterparty CounterpartyCounterparties 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 and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent JPMorgan Chase Bank, N.A. is hereby appointed by each of the Funding Agents Lenders as a contractual representative (herein referred to as the “Administrative Agent”) and JPMorgan Chase Bank, N.A. is hereby appointed by each of the Lenders as a contractual representative (herein referred to as the “Collateral Agent”; the Administrative Agent and the Lenders (and by Collateral Agent each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinderan “Agent” and, collectively, the “Agents”) as the Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent Agents to act as the contractual representative representatives of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Each Agents agrees to act as such contractual representative upon the express conditions contained in this Article VII10. 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 Funding Agent or Lender or any Qualifying Hedge Counterparty 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 Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its their capacity as the Funding Agents’, the Lenders’ and contractual representatives, each Qualifying Hedge Counterparty’s contractual representative, of the Agent Agents (Aa) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bb) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New YorkUCC, and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent (a) Bank One is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent "Administrative Agent") hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (A) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) The Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. The Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Administrative Agent", as used in this Article X, included the Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to the Issuer.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction DocumentCredit Document (other than the Vessel Mortgage), and to act as the security trustee under the Vessel Mortgage, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative representatives of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Credit Documents. Bank One is hereby appointed by the Lenders an Issuing Bank hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes any Issuing Bank to act with the rights and duties expressly set forth herein and in the other Credit Document regarding the Issuing Banks. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIVIII. Notwithstanding the use of the defined term “"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 Qualifying Hedge Counterparty by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Lender s with only those duties as are expressly set forth in this Agreement and the other Transaction Credit Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (b) are "representatives" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC Uniform Commercial Code as in effect adopted in the State of New York, York and (Cc) 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 Transaction Credit Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, Agents and the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, ’ and the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Funding Agents, Agents or the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, Agents and the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, Agents and the Lenders and 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, Agent and each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A., Deutsche Bank AG New York Branch and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “terms "Administrative Agent,” " "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the each Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code (or any comparable successor section) and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty waives.agency

Appointment; Nature of Relationship. The Agent (a) JPMorgan is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent "Administrative Agent") hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (Cii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) Each Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Administrative Agent", as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.

Appointment; Nature of Relationship. The Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. 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 Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Chase (referred to in this Agreement except for this Article X, as the “Agent”) is hereby appointed by each of the Lenders as their contractual representative, the Singapore Correspondent Agent is hereby appointed by each of the Funding Agents Singapore Lenders as their contractual representative and the Lenders (and Netherlands Correspondent Lender is hereby appointed by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) the Netherlands Lenders as their contractual representative (each, collectively referred to in this Article X only, as the Agent “Agent”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. 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 Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (Aa) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bb) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the term “secured party” as defined in the UCC as in effect in the State of New York, and (Cc) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent MSSF is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent "Administrative Agent") hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The MS&Co. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Collateral Agent" and, together with the Administrative Agent, the "Agents") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of the Agents agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “terms "Administrative Agent" and "Collateral Agent,” " it is expressly understood and agreed that the Agent Agents shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty of the Holders of the Obligations by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, each of the Agent Agents (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, Holders of the Lenders or any Qualifying Hedge CounterpartyObligations, (Bii) is a “"representative” " of the Funding Agents, Holders of the Lenders and each Qualifying Hedge Counterparty Obligations within the meaning of Section 9 102 of the UCC term "secured party" as in effect defined in the State of New York, York Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding AgentsLenders, for itself and on behalf of its Affiliates as Holders of the Lenders and each Qualifying Hedge Counterparty agree Obligations, 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty Holder of the Obligations hereby waives.

Appointment; Nature of Relationship. (A) The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9‑102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and 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 and each Qualifying Hedge Counterparty waives. (B) The Administrative Agent shall also act as the Collateral Agent under the Transaction Documents, and each of the Funding Agents and the Lenders (and each Hedge Counterparty by execution of a Hedge Counterparty Joinder, if applicable) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Funding Agent, such Lender and such Hedge Counterparty for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.6 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VII and Article X (including Section 10.5 and 10.6, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Transaction Documents) as if set forth in full herein with respect thereto.

Appointment; Nature of Relationship. The Agent Parent is hereby appointed by each of the Funding Agents Borrowers as its contractual representative, agent for service of process and attorney–in–fact for all Borrowers (the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder“Borrower Representative”) as the Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents, which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative. The Agent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article VII19. Notwithstanding Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all of the defined term “proceeds of the Loans in any account designated by Borrower Representative, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent,” it is expressly understood , Lenders, and agreed that the Agent their respective Affiliates, and their respective officers, directors, agents or employees, shall not have be liable to the Borrower Representative or any fiduciary responsibilities Borrower for any action taken or omitted to be taken by the Borrower Representative or Borrowers pursuant to this Section 19.1. Borrowers hereby jointly and severally agree to indemnify Administrative Agent and each Lender and hold Administrative Agent and each Lender harmless against any Funding and all liability, expense, loss or claim of damage or injury, made against Administrative Agent or any Lender by any Loan Party or any Qualifying Hedge Counterparty other third party whosoever, arising from or incurred by reason of this Agreement and that the Agent is merely acting as the representative any Lender relying on any instructions or notices of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties Borrower Representative or by reason of Administrative Agent or such Lender delivering notices or communications solely to such Borrower Representative as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesprovided herein.

Appointment; Nature of Relationship. The Agent AMID Borrower is hereby appointed by each of the Funding Agents and the Lenders Borrowers as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Borrower 133 Representative”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall not have any fiduciary responsibilities be liable to any Funding Agent or Lender the Borrower Representative or any Qualifying Hedge Counterparty Borrower for any action taken or omitted to be taken by reason the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Agent is merely acting Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the representative Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the Funding Agentsterms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesLoan Parties.

Appointment; Nature of Relationship. The Agent Initial Borrower (or after a Permitted Internal Restructuring, the Borrower that becomes its successor-in-interest hereunder) is hereby appointed by each of the Funding Agents and the Lenders Borrowers as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) in such capacity, herein referred to as the Agent “Designated Borrower”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrowers irrevocably authorizes the Agent Designated Borrower to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Designated Borrower agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, the use Borrowers hereby appoint the Designated Borrower as their agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Designated Borrower shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall not have be liable to the Designated Borrower or any fiduciary responsibilities Borrower for any action taken or omitted to be taken by the Designated Borrower or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Designated Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Designated Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Designated Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any Funding such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the Designated Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any Qualifying Hedge Counterparty document, authorization, instrument or agreement executed by reason the Designated Borrower on behalf of this Agreement and that the Agent is merely acting as the representative each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesLoan Parties.

Appointment; Nature of Relationship. The Agent SunTrust Bank is hereby appointed by the Funding Agents and each of the Lenders (as its contractual representative as Administrative Agent and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Collateral Agent hereunder and under each other Transaction Loan Document, and each of the Funding Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender (each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto, with the Holders of Prudential Note Obligations to be intended third-party beneficiaries of such agreement) and each of the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes each of the Agent Agents to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIARTICLE IX. Notwithstanding the use of the defined term terms “Administrative Agent,” or “Collateral Agent”, it is expressly understood and agreed that the Agent Agents shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its their capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representativerepresentatives, the (i) neither Agent (A) does not assume hereby assumes any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartySecured Parties, (Bii) the Collateral Agent is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Secured Parties within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, York Uniform LEGAL02/36800330v21 Commercial Code and (Ciii) each Agent 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 Transaction Loan Documents. Each of the Funding AgentsLenders, the Lenders for itself and each Qualifying Hedge Counterparty agree on behalf of its Affiliates as Holders of Obligations, hereby agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding AgentHolder of Obligations hereby waives. Except as expressly set forth herein, each Lender and each Qualifying Hedge Counterparty waivesneither Agent shall have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower or any other Loan Party that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. The Agent Par Borrower is hereby appointed by each of the Funding Agents and the Lenders Borrowers as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Borrower Representative”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article VIISection 16.17. Notwithstanding Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Agent and agreed the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 16.17. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (i) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (ii) any notice or communication delivered by the Agent or a Lender to the Borrower Representative shall not have any fiduciary responsibilities be deemed delivered to any Funding each Loan Party and (iii) the Agent or Lender the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or any Qualifying Hedge Counterparty agreement executed by reason the Borrower Representative on behalf of this Agreement and that the Agent is merely acting as the representative each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesLoan Parties.

Appointment; Nature of Relationship. The Agent CLNY is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Credit Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Credit Documents. CLNY and Scotiabank are hereby appointed by the Lenders as the Issuing Lenders hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes the Issuing Lenders to act with the rights and duties expressly set forth herein and in the other Credit Documents regarding the Issuing Lenders. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIIX. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any no fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Credit Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bb) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC Uniform Commercial Code as in effect adopted in the State of New York, York and (Cc) 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 Transaction Credit Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Administrative Agent is hereby appointed by the Funding Agents each Lender as its sole and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent exclusive contractual representative hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Lender irrevocably authorizes the Administrative Agent to act as the sole and exclusive contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents; provided, however, that in the event Borrower or Guarantor (or any Affiliate of Borrower or Guarantor) shall at any time hold any portion of the Loan (notwithstanding the fact that any assignments or participations to any such Person shall be null and void under Section 13.24 below and shall have no effect whatsoever), Administrative Agent shall not take into account or otherwise consider the interests of any such Person in connection with its actions hereunder. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII13. 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 Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the -169- Administrative Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New YorkLenders, and (Cb) 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 Transaction Loan Documents. Each Lender hereby agrees to assert with respect to the Loan Documents and administration of the Funding AgentsLoan, the Lenders and 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 AgentLender hereby waives. Each Lender hereby agrees that, each except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of Borrower’s obligations hereunder), Administrative 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 Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrower; provided, however, that, notwithstanding anything in this Agreement to the contrary, Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable law. Not in limitation of the foregoing, Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or Event of Default unless the Requisite Lenders have directed Administrative Agent otherwise. Without limiting the foregoing, no Lender and each Qualifying Hedge Counterparty waivesshall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment; Nature of Relationship. The Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. 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 Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent NBD Bank is appointed by the Funding Agents Lenders (each reference in this Article X 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 foregoing) and the Canadian Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents Lenders and the Canadian Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender or Canadian Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 Qualifying Hedge Counterparty Canadian Lenders by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Canadian Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ ' and each Qualifying Hedge Counterparty’s Canadian Lenders' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyCanadian Lenders, (Bii) is a “"representative” " -124- 134 of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Canadian Lenders within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree Canadian Lenders 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 Funding Lender waives. NBD Bank is appointed by the Lenders (each reference in this Article X 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 foregoing) and the Canadian Lenders as the Documentation and Collateral Agent hereunder and under each other Loan Document, and each of the Lenders and Canadian Lenders irrevocably authorizes the Documentation and Collateral Agent to act as the contractual representative of such Lender or Canadian Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Documentation and Collateral Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Documentation and Collateral Agent," it is expressly understood and agreed that the Documentation and Collateral Agent shall not have any fiduciary responsibilities to any Lender or Canadian Lender by reason of this Agreement and that the Documentation and Collateral Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' and Canadian Lenders' contractual representative, the Documentation and Collateral Agent (i) does not assume any fiduciary duties to any of the Lenders or Canadian Lenders, (ii) is a "representative" of the Lenders and Canadian Lenders within the meaning of Section 9-105 of the 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 Canadian Lenders agrees to assert no claim against the Documentation and Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent JPMorgan Chase Bank, National Association is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Bank of America, N.A. is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of KeyBank, National Association, Wachovia Bank, National Association, Regions Bank and Xxxxx Fargo Bank, N.A. is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “Administrative Agent,”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a are “representativerepresentatives” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent JPMorgan is hereby appointed by the Funding Agents and each of the Lenders (as its contractual representative as Administrative Agent and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Collateral Agent hereunder and under each other Transaction Loan Document, and each of the Funding Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender (each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto, with the Holders of Prudential Note Obligations to be intended third-party beneficiaries of such agreement) and each of the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes each of the Agent Agents to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term terms “Administrative Agent,” or “Collateral Agent”, it is expressly understood and agreed that the Agent Agents shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its their capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representativerepresentatives, the (i) neither Agent (A) does not assume hereby assumes any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartySecured Parties, (Bii) the Collateral Agent is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Secured Parties within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, York Uniform Commercial Code and (Ciii) each Agent 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 Transaction Loan Documents. Each of the Funding AgentsLenders, the Lenders for itself and each Qualifying Hedge Counterparty agree on behalf of its Affiliates as Holders of Obligations, hereby agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding AgentHolder of Obligations hereby waives. Except as expressly set forth herein, each Lender and each Qualifying Hedge Counterparty waivesneither Agent shall have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower or any other Credit Party that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. The Agent Credit Suisse First Boston is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 responsibility to any Funding Agent or Lender or any 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties duty to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLender, (Bii) is a “representative” representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Lender hereby waives. Each Lender hereby appoints Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Syndication Agent and ABN AMRO as Documentation Agent. Neither the Syndication Agent nor the Documentation Agent, each Lender and each Qualifying Hedge Counterparty waivesin its capacity as such, shall have any rights, duties or responsibilities hereunder or under any other Loan Document.

Appointment; Nature of Relationship. The Agent JPMorgan Chase Bank, National Association is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Each of Wachovia Bank, National Association and Bank of America, N.A. is hereby appointed by each of the Lenders as a Co-Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Syndication Agents to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of KeyBank National Association, Xxxxx Fargo Bank, N.A. and Branch Banking and Trust Company is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “Administrative Agent,”, “Co-Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a are “representativerepresentatives” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent SunTrustTruist Bank is hereby appointed by the Funding Agents and each of the Lenders (as its contractual representative as Administrative Agent and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Collateral Agent hereunder and under each other Transaction Loan Document, and each of the Funding Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender (each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto, with the Holders of Prudential Note Obligations to be intended third-party beneficiaries of such agreement) and each of the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes each of the Agent Agents to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIARTICLE IX. Notwithstanding the use of the defined term terms “Administrative Agent,” or “Collateral Agent”, it is expressly understood and agreed that the Agent Agents shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its their capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representativerepresentatives, the (i) neither Agent (A) does not assume hereby assumes any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartySecured Parties, (Bii) the Collateral Agent is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty Secured Parties within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, York Uniform Commercial Code and (Ciii) each Agent 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 Transaction Loan Documents. Each of the Funding AgentsLenders, the Lenders for itself and each Qualifying Hedge Counterparty agree on behalf of its Affiliates as Holders of Obligations, hereby agrees to assert no claim against the either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding AgentHolder of Obligations hereby waives. Except as expressly set forth herein, each Lender and each Qualifying Hedge Counterparty waivesneither Agent shall have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower or any other Loan Party that is communicated to or obtained by the bank serving as such Agent or any of its Affiliates in any capacity.

Appointment; Nature of Relationship. The Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. 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 Funding Agent or Lender or any Qualifying Hedge [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent Par Borrower is hereby appointed by each of the Funding Agents and the Lenders Borrowers as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Borrower Representative”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrowers irrevocably authorizes the Agent Borrower Representative to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, the use Borrowers hereby appoint the Borrower Representative as their agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall not have be liable to the Borrower Representative or any fiduciary responsibilities Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Credit Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Credit Parties as the Borrower Representative deems appropriate in its sole discretion and each Credit Party shall be obligated by all of the terms of any Funding such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the Borrower Representative shall be deemed delivered to each Credit Party and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any Qualifying Hedge Counterparty document, authorization, instrument or agreement executed by reason the Borrower Representative on behalf of this Agreement and that the Agent is merely acting as the representative each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesCredit Parties.

Appointment; Nature of Relationship. The Agent Bank One is appointed by the Funding Agents Issuing Lenders, Swing Line Lender and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents Issuing Lenders, the Swing Line Lender and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Person with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. ARTICLE X. Notwithstanding the use of the defined term “"Administrative Agent,” " or "agent" in reference to Bank One, it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent Issuing Lender, Swing Line Lender or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding AgentsIssuing Lenders, the Swing Line Lender and Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s such contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Funding AgentsIssuing Lenders, the Lenders Swing Line Lender or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding AgentsIssuing Lenders, the Swing Line Lender and Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding AgentsIssuing Lenders, the Swing Line Lender and Lenders and each Qualifying Hedge Counterparty agree 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 Funding AgentIssuing Lender, each Swing Line Lender and each Qualifying Hedge Counterparty Lender waives.

Appointment; Nature of Relationship. The Agent Calyon is hereby appointed by the Funding Agents LC Participants and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) LC Issuer as the Administrative Agent and the Collateral Agent hereunder and under each other Transaction Credit Document, and each of the Funding Agents LC Participants and the Lenders and each Qualifying Hedge Counterparty LC Issuer irrevocably authorizes the Administrative Agent and the Collateral Agent to act as the contractual representative of such Funding Agent LC Participant and such Xxxxxx and such Qualifying Hedge Counterparty the LC Issuer with the rights and duties expressly set forth herein and in the other Transaction Credit Documents. Calyon is hereby appointed by the LC Participants as the initial LC Issuer hereunder and under each other Credit Document, and each of the LC Participants irrevocably authorizes the LC Issuer to act with the rights and duties expressly set forth herein and in the other Credit Documents regarding the LC Issuer. The Administrative Agent agrees and the Collateral Agent agree to act as such contractual representative upon the express conditions contained in this Article VIIIX. Notwithstanding the use of the defined term “"Administrative Agent,” " or "Collateral Agent", it is expressly understood and agreed that the Administrative Agent and the Collateral Agent shall not have any no fiduciary responsibilities to any Funding Agent LC Participant or Lender or any Qualifying Hedge Counterparty the LC Issuer by reason of this Agreement or any other Credit Document and that the Administrative Agent is and the Collateral Agent are merely acting as the representative of the Funding Agents, LC Participants and the Lenders and each Qualifying Hedge Counterparty LC Issuer with only those duties as are expressly set forth in this Agreement and the other Transaction Credit Documents. In its capacity as the Funding Agents’, LC Participants' and the Lenders’ and each Qualifying Hedge Counterparty’s LC Issuer's contractual representative, each of the Administrative Agent and the Collateral Agent (Aa) does do not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLC Participants, (Bb) is a “"representative” " of the Funding Agents, LC Participants and the Lenders and each Qualifying Hedge Counterparty LC Issuer within the meaning of Section 9 102 9-105 of the UCC Uniform Commercial Code as in effect adopted in the State of New York, York and (Cc) 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 Transaction Credit Documents. Each of the Funding Agents, LC Participants and the Lenders and each Qualifying Hedge Counterparty agree LC Issuer hereby agrees to assert no claim against the Administrative Agent or the Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding LC Participant and the LC Issuer hereby waives. The Collateral Agent, each Lender and each Qualifying Hedge Counterparty waives's duties in respect of Collateral shall be limited as set forth in Section 14 of the Security Agreement.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “terms "Administrative Agent,” " "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent Lender, Issuer or Lender or any Qualifying Hedge Counterparty the Swing Line Bank by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Funding AgentsLenders, the Lenders Issuers and each Qualifying Hedge Counterparty the Swing Line Bank with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the each Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding AgentsLenders, the Lenders Issuers or any Qualifying Hedge Counterpartythe Swing Line Bank, (Bii) is a “"representative” " of the Funding AgentsLenders, the Lenders Issuers and each Qualifying Hedge Counterparty the Swing Line Bank within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding AgentsLenders, the Lenders Issuers and each Qualifying Hedge Counterparty agree the Swing Line Bank hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty Issuer and the Swing Line Bank hereby waives.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as its contractual representative to serve as the sole and exclusive Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. Wachovia is hereby appointed by each of the Lenders as its contractual representative to serve as the sole and exclusive Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees Agents agree to act as such contractual representative representatives upon the express conditions contained in this Article VIIXIV. Notwithstanding the use of the defined term “Agentterms "administrative agent,” " "syndication agent" or "agent," it is expressly understood and agreed that neither the Administrative Agent nor the Syndication Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is Agents are merely acting as the representative contractual representatives of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity respective capacities as the Funding Agents’Lenders' contractual representatives, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (ii) are both a "representative" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the term "secured party" as defined in the UCC as in effect in the State of New York, and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the Agent Agents or either of them on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent First National Bank of ----------------------------------- Chicago is hereby appointed by each of the Funding Agents Lenders, LC Issuers and the Lenders Swing Line Lender as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent "AGENT") hereunder and under each other Transaction Loan Document, and each of the Funding Agents and Lenders, the Lenders Swing Line Lender and each Qualifying Hedge Counterparty of the LC Issuers irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent Lender, Swing Line Lender and such Xxxxxx and such Qualifying Hedge Counterparty LC Issuer with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. ---------- 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 Funding Agent Lender, LC Issuer or Swing Line Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Funding AgentsLenders, the Lenders Swing Line Lender, and each Qualifying Hedge Counterparty the LC Issuers with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’Lenders', the Lenders’ LC Issuers' and each Qualifying Hedge Counterparty’s Swing Line Lender's contractual representative, the Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding AgentsLenders, the Swing Line Lenders or any Qualifying Hedge Counterparty, LC Issuers (Bii) is a “"representative” " of the Funding AgentsLenders, the Lenders Swing Line Lender and each Qualifying Hedge Counterparty LC Issuers within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding AgentsLenders, the Lenders Swing Line Lender and each Qualifying Hedge Counterparty agree the LC Issuers 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 Funding AgentLender, each LC Issuer and the Swing Line Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent JPMCB is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. Each of Fleet National Bank, SunTrust Bank, Citicorp Leasing, Inc. and The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “"Administrative Agent,” " or "Syndication Agent", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (ii) are "representatives" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term "secured party" as in effect defined in the State of New York, Illinois Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent Company is hereby appointed by (a) each of the Funding Agents and the Lenders US Borrowers as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Borrower Representative US”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty US Borrowers irrevocably authorizes the Agent Borrower Representative US to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty US Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents, and (b) each of the Canadian Borrowers as its contractual representative (herein referred to as the “Borrower Representative Canada”) hereunder and under each other Loan Document, and each of the Canadian Borrowers irrevocably authorizes the Borrower Representative Canada to act as the contractual representative of such Canadian Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. Each of the Borrowers further irrevocably authorizes both Borrower Representatives to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees Borrower Representatives agree to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, the use Borrowers hereby appoint the Borrower Representatives, as applicable, as their agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans in the Canadian Funding Account(s) and agreed that the Agent US Funding Account(s) (as applicable), at which time the Borrower Representatives shall promptly disburse such Loans to the appropriate Borrower. The Agents and the Lenders, and their respective officers, directors, agents or employees, shall not have any fiduciary responsibilities be liable to any Funding Agent or Lender the Borrower Representatives or any Qualifying Hedge Counterparty Borrower for any action taken or omitted to be taken by reason of the Borrower Representatives or the Borrowers pursuant to this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives11.1.

Appointment; Nature of Relationship. The Agent JPMorgan Chase Bank, N.A. is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Xxxxx Fargo Bank, National Association is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of Bank of America, N.A., Branch Banking & Trust Company and KeyBank National Association is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “Administrative Agent,”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a are “representativerepresentatives” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent CLNY is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction DocumentCredit Document (other than the Vessel Mortgage), and to act as the security trustee under the Vessel Mortgage, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Credit Documents. CLNY is hereby appointed by the Lenders an Issuing Bank hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes any Issuing Bank to act with the rights and duties expressly set forth herein and in the other Credit Document regarding the Issuing Banks. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIVIII. Notwithstanding the use of the defined term “"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 Qualifying Hedge Counterparty by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Credit Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bb) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC Uniform Commercial Code as in effect adopted in the State of New York, York and (Cc) 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 Transaction Credit Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent (a) JPMorgan is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent "Administrative Agent") hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Administrative Agent (A) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) Each Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Administrative Agent", as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.

Appointment; Nature of Relationship. The Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. 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 Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent Xxxxx Fargo is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Each of Bank of America, N.A., Regions Bank, Truist Bank and U.S. Bank National Association is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each of the Syndication Agents to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. BBVA USA is hereby appointed by each of the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “Administrative Agent,” ”, “Syndication Agent”, and “Documentation Agent”, it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a are “representativerepresentatives” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9‑102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and 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 and each Qualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. The Agent JPMCB is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. Each of Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch, and Citibank, N.A. is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “"Administrative Agent,” " or "Syndication Agent", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity their capacities as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (ii) are "representatives" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term "secured party" as in effect defined in the State of New York, Illinois Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The JP Morgan is hereby appointed by the Lenders as the Syndication Agent xxxxxxxxx and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Deutsche Bank Securities Inc., Citicorp USA, Inc. and UBS Warburg LLC are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “terms "Administrative Agent,” " "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the each Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code (or any comparable successor section) and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent Parent Borrower is hereby appointed by each of the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) Borrowers as the Agent its contractual representative hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty Borrower irrevocably authorizes the Agent Parent Borrower to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Borrower with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Agent Parent Xxxxxxxx agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding Additionally, each Borrower hereby appoints the use Parent Borrower as its agent to receive all of the defined term “Agent,” it is expressly understood proceeds of the Loans, at which time the Parent Borrower shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent and agreed that the Agent Lenders, and their respective officers, directors, agents or employees, shall not have any fiduciary responsibilities be liable to any Funding Agent or Lender the Parent Borrower or any Qualifying Hedge Counterparty Borrower for any action taken or omitted to be taken by reason the Parent Borrower or any Borrower pursuant to this Section 11.1. For the avoidance of doubt, each Loan Party hereby appoints the Parent Borrower to act as its agent for all purposes of this Agreement Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Agent is merely acting Parent Borrower may execute such documents and provide such authorizations on behalf of such Loan Party as the representative Parent Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the Funding Agentsterms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Parent Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Parent Borrower on behalf of each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty waivesLoan Parties.

Appointment; Nature of Relationship. The Agent ANB is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent "Administrative Agent") hereunder and under each other Transaction DocumentDocuments, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Documents. Bank One, N.A., London Branch and Bank One Canada hereby respectively appointed by each of the Lenders as their contractual representative (each a "Funding Agent", and collectively, the "Funding Agents") hereunder and under each other Documents, and each of the Lenders irrevocably authorizes the Funding Agents to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Documents (the Administrative Agent and the Funding Agents are collectively referred to herein as the "Agents"). The Agent agrees Agents agree to act as such contractual representative upon the express conditions contained in this Article VII10. Notwithstanding the use of the defined term “"Agent,” " it is expressly understood and agreed that none of the Agent Agents shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Documents and that the Agent is Agents are merely acting as the contractual representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its their capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Funding AgentsLenders, (ii) are "representatives" of the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “terms "Administrative Agent,” " "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the each Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty hereby waives.

Appointment; Nature of Relationship. The Agent Bank One is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIXI. Notwithstanding the use of the defined term “terms "Administrative Agent,” " "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that the no Agent shall not have any fiduciary responsibilities to any Funding Agent Lender, Issuer or Lender or any Qualifying Hedge Counterparty the Swing Line Bank by reason of this Agreement or any other Loan Document and that the each Agent is merely acting as the representative of the Funding AgentsLenders, the Lenders Issuers and each Qualifying Hedge Counterparty the Swing Line Bank with only those duties as are expressly set forth in this Agreement 68 75 and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the each Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding AgentsLenders, the Lenders Issuers or any Qualifying Hedge Counterpartythe Swing Line Bank, (Bii) is a “"representative” " of the Funding AgentsLenders, the Lenders Issuers and each Qualifying Hedge Counterparty the Swing Line Bank within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code (or any comparable successor section) and (Ciii) 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 Transaction Loan Documents. Each of the Funding AgentsLenders, the Lenders Issuers and each Qualifying Hedge Counterparty agree the Swing Line Bank hereby agrees to assert no claim against the any 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 and each Qualifying Hedge Counterparty Issuer and the Swing Line Bank hereby waives.

Appointment; Nature of Relationship. The Agent (a) Bank One, NA is hereby appointed by the Funding Agents and each of the Lenders as its contractual representative (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) herein referred to as the Agent “Administrative Agent”) hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. 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 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 each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC term “secured party” as in effect defined in the State of New York, Illinois Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives. (b) Each Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith. Each Issuer shall have all of the benefits and immunities provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Article X, included such Issuer with respect to such acts or omissions and as additionally provided in this Agreement with respect to such Issuer.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder, if applicable) as the Administrative Agent hereunder and under each other Transaction Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Transaction Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 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 Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 9-102 of the UCC as in effect in the State of New York, and (C) 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 Transaction Documents. Each of the Funding Agents, the Lenders and 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 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. The Agent First National Bank of Chicago is appointed by the Funding Agents Co-Arrangers, LC Issuers, Swing Loan Lenders and the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Administrative Agent hereunder and under each other Transaction Credit Document, and each of the Funding Agents and the Co-Arrangers, LC Issuers, Swing Loan Lenders and each Qualifying Hedge Counterparty Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Person with the rights and duties expressly set forth herein and in the other Transaction Credit Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. ARTICLE X. Notwithstanding the use of the defined term “"Administrative Agent,” " or "agent" in reference to The First National Bank of Chicago, it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent Co-Arranger, LC Issuer, Swing Loan Lender or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding AgentsCo-Arrangers, the LC Issuers, Swing Loan Lenders and each Qualifying Hedge Counterparty Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Credit Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s such contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Funding AgentsCo-Arrangers, the LC Issuers, Swing Loan Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding AgentsCo-Arrangers, the LC Issuers, Swing Loan Lenders and each Qualifying Hedge Counterparty Lenders within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Credit Documents. Each of the Funding AgentsCo-Arrangers, the LC Issuers, Swing Loan Lenders and each Qualifying Hedge Counterparty agree Lenders 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 Funding AgentCo-Arranger, each LC Issuer, Swing Loan Lender and each Qualifying Hedge Counterparty Lender waives.

Appointment; Nature of Relationship. The Agent First National Bank of Chicago is hereby appointed by the Funding Agents and each of the Lenders (and by each Qualifying Hedge Counterparty by execution of a Qualifying Hedge Counterparty Joinder) as the Agent its contractual representative hereunder and under each other Transaction Loan Document, and each of the Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Agent to act as the contractual representative of such Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty Lender with the rights and duties expressly set forth herein and in the other Transaction Loan Documents. BANK ONE, Texas, N.A. is hereby appointed by each of the Lenders as its contractual representative hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. FOR PURPOSES OF THIS ARTICLE X (OTHER THAN SECTION 10.12), EACH REFERENCE TO THE TERM "AGENT" SHALL BE DEEMED TO BE A COLLECTIVE REFERENCE TO THE AGENT AND THE COLLATERAL AGENT. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article VII. X. Notwithstanding the use of the defined term “terms "Agent,” " and "Collateral Agent" throughout this Agreement, it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s ' contractual representative, the Agent (Ai) does not hereby assume any fiduciary duties to any of the Funding Agents, the Lenders or any Qualifying Hedge CounterpartyLenders, (Bii) is a “"representative” " of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 9-105 of the UCC as in effect in the State of New York, Uniform Commercial Code and (Ciii) 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 Transaction Loan Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree 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 Funding Agent, each Lender and each Qualifying Hedge Counterparty hereby waives.