Common use of Appointment; Nature of Relationship Clause in Contracts

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender 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 Lender by reason of this Agreement and that the Administrative 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 Transaction Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Lenders, (B) is a “representative” of the Lenders 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 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan Chase is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 9-102 of the UCC as in effect 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMCB is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes appoints the Administrative Agent to act as the contractual representative of such 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 VIIXII. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Aa) does not assume any fiduciary duties to any of the Lenders, (B) is a “representative” Holders of the Lenders within the meaning of Section 9-102 of the UCC as in effect in the State of New York Obligations 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 of the Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent BNS is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXII. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (Bii) is a “"representative” " of the Lenders Holders of Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Xxxxx Fargo is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 9-102 of the UCC Uniform Commercial Code as in effect from time to time in the State of New York (or any successor provision) 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (Bii) is a “"representative” " of the Lenders Holders of Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent ABN AMRO is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXII. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Secured Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Secured Obligations, (Bii) is a “"representative” " of the Lenders Holders of Secured Obligations within the meaning of Section 9-102 105 of the UCC as Uniform Commercial Code then in effect in the State of New York Illinois or any successor section contained in any revision to Article 9 of the Uniform Commercial Code then in effect in the State of Illinois 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 Lenders Lenders, for itself and on behalf of its affiliates as Holders of Secured Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Administrative Agent 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ contractual representativeAdministrative Agent, (i) the Administrative Agent (A) does not assume any fiduciary duties to any of the Lenders, (Bii) the Administrative Agent is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the UCC as in effect in the State of New York Uniform Commercial Code and (Ciii) the Administrative 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One, Louisiana, National Association is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Agents shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Lenders, (Bii) is are a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent BNS is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXII. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (B) is a “representative” of the Lenders 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 Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Lenders Each Lender hereby appoints U.S. Bank as its contractual representative and irrevocably authorizes U.S. Bank as the Administrative Agent hereunder and under each other Transaction Document, and each of the Lenders irrevocably authorizes the Administrative Agent “Agent” to act as the its contractual representative of such Lender with the rights and duties the Loan Documents expressly set forth herein and in the other Transaction Documentsforth. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIVIII. Notwithstanding Each reference in the Loan Documents to U.S. Bank as the “Agent” refers only to U.S. Bank in its capacity as the contractual representative of the Lenders, and notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood the Lenders understand and agreed agree that the Administrative Agent shall not have any has no fiduciary responsibilities to any Lender by reason of this Agreement any Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are the Loan Documents expressly set forth in this Agreement and the other Transaction Documentsforth. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 9-102 of the UCC term “secured party” as in effect defined in the State of New York Minnesota 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent First Chicago is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXII. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (Bii) is a “"representative” " of the Lenders Holders of Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent American National Bank and Trust Company of Chicago is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Fortress Credit Corp. is hereby appointed by the Lenders each Lender as the Administrative Agent its contractual representative hereunder and under each other Transaction DocumentLoan Document (herein referred to as Agent), and each of the Lenders Lender irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VII11. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Lenders, (Bb) is a “representative” of the Lenders 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 of the UCC Uniform Commercial Code as in effect from time to time in the State of New York Illinois (or any successor provision) 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent NBD Bank is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent LaSalle is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent BankBoston, N.A. is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIARTICLE XI. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent American National Bank and Trust Company of Chicago is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent ABN AMRO is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXII. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Secured Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Secured Obligations, (Bii) is a “"representative” " of the Lenders Holders of Secured Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its affiliates as Holders of Secured Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is hereby appointed by each of the Lenders Banks as its contractual representative (herein referred to as the “Administrative Agent hereunder and under each other Transaction DocumentAgent”) hereunder, and each of the Lenders Banks irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender Bank with the rights and duties expressly set forth herein and in the other Transaction Documentsherein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIISection 8. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Bank by reason of this Agreement and that the Administrative Agent is merely acting as the contractual representative of the Lenders Banks with only those duties as are expressly set forth in this Agreement and the other Transaction DocumentsAgreement. In its capacity as the LendersBanks’ contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the LendersBanks, (Bii) is a “representative” of the Lenders Banks 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 DocumentsAgreement. Each of the Lenders Banks hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Bank hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is hereby appointed by the Lenders each Lender as its contractual representative (herein referred to as the Administrative Agent "Agent") hereunder and under each other Transaction DocumentFinancing Agreement, and each of the Lenders Lender irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Transaction DocumentsFinancing Agreements. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIISection 10. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Financing Agreement and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction DocumentsFinancing Agreements. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the LendersLender, (Bb) is a “"representative” " of the Lenders within the meaning of Section 9-102 of the UCC term "secured party" as in effect defined in the State of New York Code 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 DocumentsFinancing Agreements. Each of the Lenders Lender hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 of the UCC Uniform Commercial Code as in effect from time to time in the State of New York Illinois (or any successor provision) 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent ABN is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXII. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (Bii) is a “"representative” " of the Lenders Holders of Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Administrative Agent 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ contractual representativeAdministrative Agent, (i) the Administrative Agent (A) does not assume any fiduciary duties to any of the Lenders, (Bii) the Administrative Agent is a “representative” of the Lenders within the meaning of Section 9-102 105 3099077v.3 of the UCC as in effect in the State of New York Uniform Commercial Code and (Ciii) the Administrative 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMCB is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Administrative Agent hereunder and under each other Transaction DocumentAgent”) hereunder, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Transaction Documentsherein. 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 Lender by reason of this Agreement and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction DocumentsAgreement. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders 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 DocumentsAgreement. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 9-102 of the UCC Uniform Commercial Code as in effect from time to time in the State of New York Illinois (or any successor provision) 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Administrative Agent 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ contractual representativeAdministrative Agent, (i) the Administrative Agent (A) does not assume any fiduciary duties to any of the Lenders, (Bii) the Administrative Agent is a “representative” of the Lenders within the meaning of Section 9-102 105 of the UCC as in effect in the State of New York Uniform Commercial Code and (Ciii) the Administrative 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is appointed by the ----------------------------------- Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the ---------- defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Secured Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Secured Obligations, (Bii) is a “"representative” " of the Lenders Holders of Secured Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its affiliates as Holders of Secured Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Secured Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan Chase is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent ABN is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIARTICLE XII. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (Bii) is a “"representative” " of the Lenders Holders of Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its Affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMCB is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders'’ contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender 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 Lender by reason of this Agreement and that the Administrative 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 Transaction Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Lenders, (B) is a “representative” of the Lenders 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 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender 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 Lender by reason of this Agreement and that the Administrative 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 Transaction Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to any of the Lenders, (B) is a “representative” of the Lenders 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 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any LenderXxxxxx’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMCB is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIARTICLE XI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of the term “secured party” as defined in Section 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 Lenders hereby agrees to assert no claim against the Administrative Agent Agent, in its capacity as such, under or in connection with this Agreement or any other Loan Document on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Fleet is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender 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 Lender by reason of this Agreement and that the Administrative 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 Transaction Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Aa) does not assume any fiduciary duties to any of the Lenders, (Bb) is a “representative” of the Lenders within the meaning of Section 9-102 of 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 Documents. Each of the 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 Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor either Loan Party to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any LenderXxxxxx’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIARTICLE XI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed 108 that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One, NA is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Agents shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent Agents (Ai) does do not hereby assume any fiduciary duties to any of the Lenders, (Bii) is are a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 9-102 of the UCC Uniform Commercial Code as in effect from time to time in the State of New York Illinois (or any successor provision) 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent First National Bank of Chicago is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIARTICLE XI. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan is hereby appointed by each of the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Administrative Agent 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ contractual representativeAdministrative Agent, (i) the Administrative Agent (A) does not assume any fiduciary duties to any of the Lenders, (Bii) the Administrative Agent is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the UCC as in effect in the State of New York Uniform Commercial Code and (Ciii) the Administrative 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent is appointed by the Lenders Each Lender hereby appoints U.S. Bank as its contractual representative and irrevocably authorizes U.S. Bank as the Administrative Agent hereunder and under each other Transaction Document, and each of the Lenders irrevocably authorizes the Administrative Agent “Agent” to act as the its contractual representative of such Lender with the rights and duties the Loan Documents expressly set forth herein and in the other Transaction Documentsforth. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIIVIII. Notwithstanding Each reference in the Loan Documents to U.S. Bank as the “Agent” refers only to U.S. Bank in its capacity as the contractual representative of the Lenders, and notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood the Lenders understand and agreed agree that the Administrative Agent shall not have any has no fiduciary responsibilities to any Lender by reason of this Agreement any Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are the Loan Documents expressly set forth in this Agreement and the other Transaction Documentsforth. In its capacity as the Lenders’ contractual representative, the Administrative Agent Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 9-102 of the UCC term “secured party” as in effect defined in the State of New York Minnesota 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent U.S. Bank is hereby appointed by each of the Lenders as the Administrative Agent its contractual representative hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Lenders, (Bb) is a “representative” of the Lenders within the meaning of Section 9-102 of the UCC term “secured party” as in effect defined in the State of New York Uniform Commercial Code 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One, NA is hereby appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Lenders, (Bb) is a “"representative” " of the Lenders 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 Texas 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent JPMorgan is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender Holder of Obligations by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the LendersHolders of Obligations, (Bii) is a “representative” of the Lenders Holders of Obligations within the meaning of Section 9-102 105 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 Lenders Lenders, for itself and on behalf of its affiliates as Holders of Obligations, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender Holder of Obligations waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Northern Trust Company is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One, Michigan is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent Agent") hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent First National Bank of Chicago is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent Agent") hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “"Administrative Agent,” " it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Aa) does not hereby assume any fiduciary duties to any of the Lenders, (Bb) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 of the UCC as in effect in the State of New York Uniform Commercial Code 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Bank One is hereby appointed by ----------------------------------- the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIISection 13. Notwithstanding the use of the defined term “Administrative "Agent,” " it is expressly understood and agreed that the Administrative Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ ' contractual representative, the Administrative Agent (Ai) does not hereby assume any fiduciary duties to any of the Lenders, (Bii) is a “"representative” " of the Lenders within the meaning of Section 9-102 105 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 Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.

Appointment; Nature of Relationship. The Administrative Agent Wells Fargo is appointed by the Lenders as the Administrative Agent hereunder and under each other Transaction Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such 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 VIIXI. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Administrative 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 Transaction Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (Ai) does not assume any fiduciary duties to any of the Lenders, (Bii) is a “representative” of the Lenders within the meaning of Section 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 Lenders Lenders, for itself and on behalf of its affiliates, agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. The Administrative Agent shall deliver to any Lender any written information delivered by or on behalf of the Borrower or the Guarantor to the Administrative Agent in connection with the transactions contemplated by this Agreement and the other Transaction Documents promptly after any Lender’s reasonable request therefor.