Common use of Appointment; Nature of Relationship Clause in Contracts

Appointment; Nature of Relationship. AMID Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. AMID Borrower Bank One,NA is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Each of SunTrust Bank and U.S. Bank National Association is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of Bank of America, N.A. and Fleet National Bank is hereby appointed by each of the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined term "Administrative Agent", "Syndication Agent" or "Documentation Agent", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. AdditionallyIn their capacities as the Lenders' contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are "representatives" of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of the term "secured party" as defined in the Illinois Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder) as the “Borrower Representative”) Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesQualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower The First National Bank of Chicago is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. First Chicago National Processing Corporation is hereby appointed by the Lenders as the Collateral Agent hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Borrower Representative Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. For purposes of this Article X (other than Section 10.12), each reference to the term "Agent" shall be deemed to be a collective reference to the Agent and the Collateral Agent. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. AdditionallyIn its capacity as the Lenders' contractual representative, the Borrowers Agent (i) does not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and their respective officers(iii) is acting as an independent contractor, directors, agents or employees, shall not be liable the rights and duties of which are limited to those expressly set forth in this Agreement and the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this other Loan Documents. Without limiting Section 11.01. For the avoidance of doubt10.3 below, each of the Loan Parties Lenders hereby appoints agrees to assert no claim against the Borrower Representative to act as its agent Agent on any agency theory or any other theory of liability for all purposes breach of this Agreementfiduciary duty, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loanswhich claims each Funding Agent, at which time the Borrower Representative shall promptly disburse such Loans each Lender and each Qualifying Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partiescompany if publicly disclosed.

Appointment; Nature of Relationship. AMID The Parent Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers Borrower irrevocably authorizes the Parent Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Parent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, each Borrower hereby appoints the Borrowers hereby appoint the Parent Borrower Representative as their its agent to receive all of the proceeds of the Loans, at which time the Parent Borrower Representative shall promptly disburse such Loans to the appropriate BorrowersBorrower. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Parent Borrower Representative or any Borrower for any action taken or omitted to be taken by the Parent Borrower Representative or the Borrowers any Borrower pursuant to this Section 11.0111.1. For the avoidance of doubt, each of the Loan Parties Party hereby appoints the Parent Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Parent Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties Party as the Parent Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Parent Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Parent Borrower Representative on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. AMID Borrower The Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder) as the “Borrower Representative”) Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9 102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loanswhich claims each Funding Agent, at which time the Borrower Representative shall promptly disburse such Loans each Lender and each Qualifying Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partiescompany if publicly disclosed.

Appointment; Nature of Relationship. AMID Borrower Xxxxxx Guaranty is hereby ----------------------------------- appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Bank One is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Bank of America is hereby appointed by each of the Lenders as the Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined --------- term "Administrative Agent", "Syndication Agent" and "Documentation Agent", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. AdditionallyIn their capacities as the Lenders' contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are "representatives" of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-105 of the Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower JPMorgan Chase Bank, National Association is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Each of Wachovia Bank, National Association and Bank of America, N.A. is hereby appointed by each of the Lenders as a Co-Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Syndication Agents to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of KeyBank National Association, Xxxxx Fargo Bank, N.A. and Branch Banking and Trust Company is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. AdditionallyNotwithstanding the use of the defined term “Administrative Agent”, “Co-Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. In their capacities as the Lenders’ contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are “representatives” of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-102 of the Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder) as the “Borrower Representative”) Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesQualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower JPMCB is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of Bank of America, N.A., The Borrower Representative Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch, and Citibank, N.A. is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined term "Administrative Agent" or "Syndication Agent", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. AdditionallyIn their capacities as the Lenders' contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are "representatives" of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of the term "secured party" as defined in the Illinois Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower Xxxxx Fargo is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Each of Bank of America, N.A., Regions Bank, Truist Bank and U.S. Bank National Association is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each of the Syndication Agents to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. BBVA USA is hereby appointed by each of the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Documentation Agent to act as the contractual representative of such lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined term “Administrative Agent”, “Syndication Agent”, and “Documentation Agent”, it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. AdditionallyAgreement and the other Loan Documents. In their capacities as the Lenders’ contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are “representatives” of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-102 of the Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower Bank One is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan DocumentCredit Document (other than the Vessel Mortgage), and to act as the security trustee under the Vessel Mortgage, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative representatives of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Credit Documents. Bank One is hereby appointed by the Lenders an Issuing Bank hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes any Issuing Bank to act with the rights and duties expressly set forth herein and in the other Credit Document regarding the Issuing Banks. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVIII. AdditionallyNotwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the representative of the Lender s with only those duties as are expressly set forth in this Agreement and the other Credit Documents. In its capacity as the Lenders' contractual representative, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all does not hereby assume any fiduciary duties to any of the terms of any such document and/or authorization executed on its behalfLenders, (b) any notice or communication delivered by are "representatives" of the Administrative Agent, L/C Issuer or a Lender to Lenders within the Borrower Representative shall be deemed delivered to each Loan Party meaning of Section 9-105 of the Uniform Commercial Code as adopted in the State of New York and (c) are acting as independent contractors, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Credit Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative AgentAgent on any agency theory or any other theory of liability for breach of fiduciary duty, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf all of which claims each of the Loan PartiesLender hereby waives.

Appointment; Nature of Relationship. AMID Par Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Credit Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Credit Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Credit Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer Agent or a Lender to the Borrower Representative shall be deemed delivered to each Loan Credit Party and (c) the Administrative Agent, L/C Issuer Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Credit Parties.

Appointment; Nature of Relationship. AMID Borrower JPMorgan Chase Bank, N.A. is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Xxxxx Fargo Bank, National Association is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of Bank of America, N.A., Branch Banking & Trust Company and KeyBank National Association is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. AdditionallyNotwithstanding the use of the defined term “Administrative Agent”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. In their capacities as the Lenders' contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are “representatives” of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-102 of the Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each such Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyExcept as otherwise provided in Section 7.9, the Borrowers hereby appoint provisions of this Article VII are solely for the Borrower Representative as their agent to receive all benefit of the proceeds of Administrative Agent, the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent Funding Agents and the Lenders, and their respective officers, directors, agents or employees, the Borrower shall not be liable have rights as a third-party beneficiary of any of such provision. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to the Borrower Representative any Funding Agent or Lender or any Borrower Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and the Hedge Counterparties agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance breach of doubtfiduciary duty, all of which claims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesHedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower Calyon is hereby appointed by each of the Borrowers as its contractual representative (herein referred to LC Participants and the LC Issuer as the “Borrower Representative”) Administrative Agent and the Collateral Agent hereunder and under each other Loan Credit Document, and each of the Borrowers LC Participants and the LC Issuer irrevocably authorizes the Borrower Representative Administrative Agent and the Collateral Agent to act as the contractual representative of such Borrower LC Participant and the LC Issuer with the rights and duties expressly set forth herein and in the other Loan Credit Documents. Calyon is hereby appointed by the LC Participants as the initial LC Issuer hereunder and under each other Credit Document, and each of the LC Participants irrevocably authorizes the LC Issuer to act with the rights and duties expressly set forth herein and in the other Credit Documents regarding the LC Issuer. The Borrower Representative agrees Administrative Agent and the Collateral Agent agree to act as such contractual representative upon the express conditions contained in this Article XIIX. Additionally, Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds of defined term "Administrative Agent" or "Collateral Agent", it is expressly understood and agreed that the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents Collateral Agent shall have no fiduciary responsibilities to any LC Participant or employees, shall not be liable to the Borrower Representative LC Issuer by reason of this Agreement or any Borrower for any action taken or omitted to be taken by other Credit Document and that the Borrower Representative or Administrative Agent and the Borrowers pursuant to Collateral Agent are merely acting as the representative of the LC Participants and the LC Issuer with only those duties as are expressly set forth in this Section 11.01Agreement and the other Credit Documents. For In its capacity as the avoidance of doubtLC Participants' and the LC Issuer's contractual representative, each of the Loan Parties hereby appoints Administrative Agent and the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that Collateral Agent (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all do not hereby assume any fiduciary duties to any of the terms of any such document and/or authorization executed on its behalfLC Participants, (b) any notice or communication delivered by is a "representative" of the Administrative Agent, L/C LC Participants and the LC Issuer or a Lender to within the Borrower Representative shall be deemed delivered to each Loan Party meaning of Section 9-105 of the Uniform Commercial Code as adopted 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 Credit Documents. Each of the LC Participants and the LC Issuer hereby agrees to assert no claim against the Administrative Agent, L/C Issuer Agent or the Lenders may acceptCollateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each LC Participant and the LC Issuer hereby waives. The Collateral Agent's duties in respect of Collateral shall be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each limited as set forth in Section 14 of the Loan PartiesSecurity Agreement.

Appointment; Nature of Relationship. AMID Borrower Bank One is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Issuing Lenders, Swing Line Lender and Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Issuing Lenders, the Swing Line Lender and the Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Person with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, ARTICLE X. Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined term "Administrative Agent" or "agent" in reference to Bank One, it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Issuing Lender, Swing Line Lender or Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Issuing Lenders, Swing Line Lender and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to Lenders with only those duties as are expressly set forth in this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, Agreement and the other Loan Documents Documents. In its capacity as such contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Issuing Lenders, Swing Line Lender or Lenders, (ii) is a "representative" of the Issuing Lenders, Swing Line Lender and all Lenders within the meaning of Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other documents Loan Documents. Each of the Issuing Lenders, Swing Line Lender and electronic platforms entered into in connection herewith and Lenders agrees that (a) to assert no claim against the Borrower Representative may execute such documents and provide such authorizations Administrative Agent on behalf any agency theory or any other theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalfwhich claims each Issuing Lender, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Swing Line Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesLender waives.

Appointment; Nature of Relationship. AMID Borrower The Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder) as the “Borrower Representative”) Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesQualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower (A) The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9‑102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesHedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each such Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyExcept as otherwise provided in Section 7.9, the Borrowers hereby appoint provisions of this Article VII are solely for the Borrower Representative as their agent to receive all benefit of the proceeds of Administrative Agent, the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent Funding Agents and the Lenders, and their respective officers, directors, agents or employees, the Borrower shall not be liable have rights as a third-party beneficiary of any of such provision. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Hedge Counterparty, (B) is a “representative” of the Funding Agents, the [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the Borrower Representative company if publicly disclosed. Lenders and each Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and the Hedge Counterparties agree to assert no claim against the Administrative Agent on any agency theory or any Borrower other theory of liability for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance breach of doubtfiduciary duty, all of which claims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesHedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower MSSF is hereby appointed by each of the Borrowers Lenders as its contractual representative (herein referred to as the “Borrower Representative”"Administrative Agent") hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative MS&Co. is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Collateral Agent" and, together with the Administrative Agent, the "Agents") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of the Agents agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, X. Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined terms "Administrative Agent" and "Collateral Agent" it is expressly understood and agreed that the Agents shall not have any fiduciary responsibilities to any of the Loans, at which time Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Borrower Representative shall promptly disburse such Loans to Agents are merely acting as the appropriate Borrowers. The Administrative Agent contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt' contractual representative, each of the Loan Parties Agents (i) does not hereby appoints assume any fiduciary duties to any of the Borrower Representative Holders of Secured Obligations, (ii) is a "representative" of the Holders of Secured Obligations within the meaning of the term "secured party" as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents Documents. Each of the Lenders, for itself and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties its Affiliates as Holders of Secured Obligations, hereby agrees to assert no claim against either of the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of the terms which claims each Holder of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesSecured Obligations hereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesQualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. AMID The Initial Borrower (or after a Permitted Internal Restructuring, the Borrower that becomes its successor-in-interest hereunder) is hereby appointed by each of the Borrowers as its contractual representative (in such capacity, herein referred to as the “Borrower RepresentativeDesignated Borrower”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Designated Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Designated Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Designated Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Designated Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Designated Borrower Representative or any Borrower for any action taken or omitted to be taken by the Designated Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Designated Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Designated Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Designated Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer Agent or a Lender to the Designated Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Designated Borrower Representative on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. AMID Borrower JPMorgan is hereby appointed by each of the Borrowers Lenders as its contractual representative (herein referred to as the “Borrower Representative”) Administrative Agent and Collateral Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender (each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto, with the Holders of Prudential Note Obligations to be intended third-party beneficiaries of such agreement) and each of the Lenders irrevocably authorizes each of the Borrower Representative Agents to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined terms “Administrative Agent” or “Collateral Agent”, it is expressly understood and agreed that the Agents shall not have any fiduciary responsibilities to any of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agents are merely acting as the contractual representatives of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. AdditionallyIn their capacity as the Lenders’ contractual representatives, (i) neither Agent hereby assumes any fiduciary duties to any of the Secured Parties, (ii) the Collateral Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) each Agent is acting as an independent contractor, the Borrowers hereby appoint rights and duties of which are limited to those expressly set forth in this Agreement and the Borrower Representative as their agent to receive all other Loan Documents. Each of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, for itself and their respective officerson behalf of its Affiliates as Holders of Obligations, directorshereby agrees to assert no claim against either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, agents or employeesall of which claims each Holder of Obligations hereby waives. Except as expressly set forth herein, neither Agent shall not have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower Representative or any Borrower for any action taken other Credit Party that is communicated to or omitted to be taken obtained by the Borrower Representative bank serving as such Agent or the Borrowers pursuant to this Section 11.01. For the avoidance any of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into Affiliates in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partiescapacity.

Appointment; Nature of Relationship. AMID Borrower SunTrust Bank is hereby appointed by each of the Borrowers Lenders as its contractual representative (herein referred to as the “Borrower Representative”) Administrative Agent and Collateral Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender (each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto, with the Holders of Prudential Note Obligations to be intended third-party beneficiaries of such agreement) and each of the Lenders irrevocably authorizes each of the Borrower Representative Agents to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIARTICLE IX. AdditionallyNotwithstanding the use of the defined terms “Administrative Agent” or “Collateral Agent”, it is expressly understood and agreed that the Agents shall not have any fiduciary responsibilities to any of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agents are merely acting as the contractual representatives of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In their capacity as the Lenders’ contractual representatives, (i) neither Agent hereby assumes any fiduciary duties to any of the Secured Parties, (ii) the Collateral Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform 113 LEGAL02/36800330v21 Commercial Code and (iii) each Agent is acting as an independent contractor, the Borrowers hereby appoint rights and duties of which are limited to those expressly set forth in this Agreement and the Borrower Representative as their agent to receive all other Loan Documents. Each of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, for itself and their respective officerson behalf of its Affiliates as Holders of Obligations, directorshereby agrees to assert no claim against either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, agents or employeesall of which claims each Holder of Obligations hereby waives. Except as expressly set forth herein, neither Agent shall not have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower Representative or any Borrower for any action taken other Loan Party that is communicated to or omitted to be taken obtained by the Borrower Representative bank serving as such Agent or the Borrowers pursuant to this Section 11.01. For the avoidance any of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into Affiliates in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partiescapacity.

Appointment; Nature of Relationship. AMID Borrower The Facility Agent is hereby appointed by the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Facility Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Lenders and each Hedge Counterparty irrevocably authorizes the Borrower Representative Facility Agent to act as the contractual representative of such Borrower Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Facility Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Facility Agent,” it is expressly understood and agreed that the Facility Agent shall not have any fiduciary responsibilities to any Lender or any Hedge Counterparty by reason of this Agreement and that the Facility Agent is merely acting as the representative of the Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Lenders’ and each Hedge Counterparty’s contractual representative, the Borrowers hereby appoint Facility Agent (A) does not assume any fiduciary duties to any of the Borrower Representative Lenders or any Hedge Counterparty, (B) is a “representative” of the Lenders and each Hedge Counterparty within the meaning of Section 9-102 of the UCC as their agent 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 receive those expressly set forth in this Agreement and the other Transaction Documents. Each of the Lenders and each Hedge Counterparty agree to assert no claim against the Facility Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, claims each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesHedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower Bank One is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A., Deutsche Bank AG New York Branch and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, X. Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each Agent is merely acting as the representative of the LoansLenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, at which time the Borrower Representative shall promptly disburse such Loans each Agent (i) does not hereby assume any fiduciary duties to the appropriate Borrowers. The Administrative Agent and any of the Lenders, and their respective officers, directors, agents or employees, shall not be liable to (ii) is a "representative" of the Borrower Representative Lenders within the meaning of Section 9-105 of the Uniform Commercial Code (or any Borrower for any action taken or omitted comparable successor section) and (iii) is acting as an independent contractor, the rights and duties of which are limited to be taken by the Borrower Representative or the Borrowers pursuant to those expressly set forth in this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, Agreement and the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all Documents. Each of the terms of Lenders hereby agrees to assert no claim against any such document and/or authorization executed Agent on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Parties.agency

Appointment; Nature of Relationship. AMID Borrower ANB is hereby appointed by each of the Borrowers Lenders as its contractual representative (herein referred to as the “Borrower Representative”"Administrative Agent") hereunder and under each other Loan DocumentDocuments, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Bank One, N.A., London Branch and Bank One Canada hereby respectively appointed by each of the Lenders as their contractual representative (each a "Funding Agent", and collectively, the "Funding Agents") hereunder and under each other Documents, and each of the Lenders irrevocably authorizes the Funding Agents to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Documents (the Administrative Agent and the Funding Agents are collectively referred to herein as the "Agents"). The Borrower Representative agrees Agents agree to act as such contractual representative upon the express conditions contained in this Article XI10. AdditionallyNotwithstanding the use of the defined term "Agent," it is expressly understood and agreed that none of the Agents shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Documents and that the Agents are merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Documents. In their capacity as the Lenders' contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, (ii) are "representatives" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and their respective officers(iii) are acting as an independent contractors, directors, agents or employees, shall not be liable the rights and duties of which are limited to those expressly set forth in this Agreement and the Borrower Representative other Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any Borrower other theory of liability for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance breach of doubtfiduciary duty, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Parties.hereby waives. 10.2

Appointment; Nature of Relationship. AMID Borrower JPMCB is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of Fleet National Bank, SunTrust Bank, Citicorp Leasing, Inc. and The Borrower Representative Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch is hereby appointed by each of the Lenders as a Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined term "Administrative Agent" or "Syndication Agent", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. AdditionallyIn their capacities as the Lenders' contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are "representatives" of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of the term "secured party" as defined in the Illinois Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The First National Bank of ----------------------------------- Chicago is hereby appointed by each of the Borrowers Lenders, LC Issuers and the Swing Line Lender as its contractual representative (herein referred to as the “Borrower Representative”"AGENT") hereunder and under each other Loan Document, and each of the Borrowers Lenders, the Swing Line Lender and each of the LC Issuers irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Lender, Swing Line Lender and LC Issuer with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, ---------- Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined term "Agent," it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender, LC Issuer or Swing Line Lender by reason of this Agreement or any other Loan Document and that the Loans, at which time Agent is merely acting as the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and contractual representative of the Lenders, the Swing Line Lender, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to LC Issuers with only those duties as are expressly set forth in this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, Agreement and the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties Documents. In its capacity as the Borrower Representative deems appropriate Lenders', LC Issuers' and Swing Line Lender's contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, Swing Line Lenders or LC Issuers (ii) is a "representative" of the Lenders, Swing Line Lender and LC Issuers within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as ------------- an independent contractor, the rights and duties of which are limited to those expressly set forth in its sole discretion this Agreement and each the other Loan Party shall be obligated by Documents. Each of the Lenders, the Swing Line Lender and the LC Issuers hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender, each LC Issuer and the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Swing Line Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9‑102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesHedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower The First National Bank of Chicago is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Co-Arrangers, LC Issuers, Swing Loan Lenders and Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Credit Document, and each of the Borrowers Co-Arrangers, LC Issuers, Swing Loan Lenders and Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Person with the rights and duties expressly set forth herein and in the other Loan Credit Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIARTICLE X. Notwithstanding the use of the defined term "Administrative Agent" or "agent" in reference to The First National Bank of Chicago, it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Co-Arranger, LC Issuer, Swing Loan Lender or Lender by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Co-Arrangers, LC Issuers, Swing Loan Lenders and Lenders with only those duties as are expressly set forth in this Agreement and the other Credit Documents. AdditionallyIn its capacity as such contractual representative, the Borrowers hereby appoint Administrative Agent (i) does not assume any fiduciary duties to any of the Borrower Representative Co-Arrangers, LC Issuers, Swing Loan Lenders or Lenders, (ii) is a "representative" of the Co-Arrangers, LC Issuers, Swing Loan Lenders and Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as their agent an independent contractor, the rights and duties of which are limited to receive those expressly set forth in this Agreement and the other Credit Documents. Each of the Co-Arrangers, LC Issuers, Swing Loan Lenders and 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 the proceeds of the Loanswhich claims each Co-Arranger, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent LC Issuer, Swing Loan Lender and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieswaives.

Appointment; Nature of Relationship. AMID Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith 146 and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. AMID Borrower Parent is hereby appointed by each of the Borrowers as its contractual representative representative, agent for service of process and attorney–in–fact for all Borrowers (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents, which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI19. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the LoansLoans in any account designated by Borrower Representative, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate BorrowersBorrower. The Administrative Agent Agent, Lenders, and the Lenderstheir respective Affiliates, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.0119.1. For the avoidance Borrowers hereby jointly and severally agree to indemnify Administrative Agent and each Lender and hold Administrative Agent and each Lender harmless against any and all liability, expense, loss or claim of doubtdamage or injury, each made against Administrative Agent or any Lender by any Loan Party or any other third party whosoever, arising from or incurred by reason of the Loan Parties hereby appoints any Lender relying on any instructions or notices of the Borrower Representative or by reason of Administrative Agent or such Lender delivering notices or communications solely to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the such Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partiesprovided herein.

Appointment; Nature of Relationship. AMID Borrower The Company is hereby appointed by (a) each of the US Borrowers as its contractual representative (herein referred to as the “Borrower RepresentativeRepresentative US”) hereunder and under each other Loan Document, and each of the US Borrowers irrevocably authorizes the Borrower Representative US to act as the contractual representative of such US Borrower with the rights and duties expressly set forth herein and in the other Loan Documents, and (b) each of the Canadian Borrowers as its contractual representative (herein referred to as the “Borrower Representative Canada”) hereunder and under each other Loan Document, and each of the Canadian Borrowers irrevocably authorizes the Borrower Representative Canada to act as the contractual representative of such Canadian Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. Each of the Borrowers further irrevocably authorizes both Borrower Representatives to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees Representatives agree to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative Representatives, as applicable, as their agent to receive all of the proceeds of the LoansLoans in the Canadian Funding Account(s) and the US Funding Account(s) (as applicable), at which time the Borrower Representative Representatives shall promptly disburse such Loans to the appropriate BorrowersBorrower. The Administrative Agent Agents and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative Representatives or any Borrower for any action taken or omitted to be taken by the Borrower Representative Representatives or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Parties11.1.

Appointment; Nature of Relationship. AMID Borrower Bank One is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender, Issuer or the Swing Line Bank by reason of this Agreement or any other Loan Document and that each Agent is merely acting as the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and representative of the Lenders, the Issuers and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to Swing Line Bank with only those duties as are expressly set forth in this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, Agreement 68 75 and the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties Documents. In its capacity as the Borrower Representative deems appropriate Lenders' contractual representative, each Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, the Issuers or the Swing Line Bank, (ii) is a "representative" of the Lenders, the Issuers and the Swing Line Bank within the meaning of Section 9-105 of the Uniform Commercial Code (or any comparable successor section) and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in its sole discretion this Agreement and each the other Loan Party shall be obligated by Documents. Each of the Lenders, the Issuers and the Swing Line Bank hereby agrees to assert no claim against any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and Issuer and the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesSwing Line Bank hereby waives.

Appointment; Nature of Relationship. AMID Borrower Bank One is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative JP Morgan is hereby appointed by the Lenders as the Syndication Agent xxxxxxxxx and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Deutsche Bank Securities Inc., Citicorp USA, Inc. and UBS Warburg LLC are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, X. Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each Agent is merely acting as the representative of the LoansLenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, at which time the Borrower Representative shall promptly disburse such Loans each Agent (i) does not hereby assume any fiduciary duties to the appropriate Borrowers. The Administrative Agent and any of the Lenders, and their respective officers, directors, agents or employees, shall not be liable to (ii) is a "representative" of the Borrower Representative Lenders within the meaning of Section 9-105 of the Uniform Commercial Code (or any Borrower for any action taken or omitted comparable successor section) and (iii) is acting as an independent contractor, the rights and duties of which are limited to be taken by the Borrower Representative or the Borrowers pursuant to those expressly set forth in this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower Bank One is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, X. Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each Agent is merely acting as the representative of the LoansLenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, at which time the Borrower Representative shall promptly disburse such Loans each Agent (i) does not hereby assume any fiduciary duties to the appropriate Borrowers. The Administrative Agent and any of the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) is a "representative" of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Hedge Counterparty Joinder) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. Additionally, Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Loans, at which time Funding Agents and the Borrower Representative shall promptly disburse such Loans to Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the appropriate Borrowersother Transaction Documents. The Administrative Agent In its capacity as the Funding Agents’ and the Lenders’ and each Hedge Counterparty’s contractual representative, and their respective officers, directors, agents or employees, shall the Administrative Agent (A) does not be liable assume any fiduciary duties to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer Funding Agents or the Lenders may acceptor any Hedge Counterparty, (B) is a “representative” of the Funding Agents and the Lenders and each Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and be permitted (C) is acting as an independent contractor, the rights and duties of which are limited to rely on, any document, authorization, instrument or agreement executed by those expressly set forth in this Agreement and the Borrower Representative on behalf of each other Transaction Documents. Each of the Loan PartiesFunding Agents and the Lenders and each Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Funding Agent and each Lender and each Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Appointment; Nature of Relationship. AMID Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower 133 Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. AMID Borrower The Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder) as the “Borrower Representative”) Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loanswhich claims each Funding Agent, at which time the Borrower Representative shall promptly disburse such Loans each Lender and each Qualifying Hedge Counterparty waives. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partiescompany if publicly disclosed.

Appointment; Nature of Relationship. AMID Par Borrower is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XISection 16.17. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.0116.17. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (ai) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (bii) any notice or communication delivered by the Administrative Agent, L/C Issuer Agent or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (ciii) the Administrative Agent, L/C Issuer Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. AMID Borrower SunTrustTruist Bank is hereby appointed by each of the Borrowers Lenders as its contractual representative (herein referred to as the “Borrower Representative”) Administrative Agent and Collateral Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender (each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto, with the Holders of Prudential Note Obligations to be intended third-party beneficiaries of such agreement) and each of the Lenders irrevocably authorizes each of the Borrower Representative Agents to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIARTICLE IX. AdditionallyNotwithstanding the use of the defined terms “Administrative Agent” or “Collateral Agent”, it is expressly understood and agreed that the Agents shall not have any fiduciary responsibilities to any of the Secured Parties by reason of this Agreement or any other Loan Document and that the Agents are merely acting as the contractual representatives of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In their capacity as the Lenders’ contractual representatives, (i) neither Agent hereby assumes any fiduciary duties to any of the Secured Parties, (ii) the Collateral Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) each Agent is acting as an independent contractor, the Borrowers hereby appoint rights and duties of which are limited to those expressly set forth in this Agreement and the Borrower Representative as their agent to receive all other Loan Documents. Each of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, for itself and their respective officerson behalf of its Affiliates as Holders of Obligations, directorshereby agrees to assert no claim against either Agent on any agency theory or any other theory of liability for breach of fiduciary duty, agents or employeesall of which claims each Holder of Obligations hereby waives. Except as expressly set forth herein, neither Agent shall not have any duty to disclose, nor shall either Agent be liable for the failure to disclose, any information relating to the Borrower Representative or any Borrower for any action taken other Loan Party that is communicated to or omitted to be taken obtained by the Borrower Representative bank serving as such Agent or the Borrowers pursuant to this Section 11.01. For the avoidance any of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into Affiliates in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partiescapacity.

Appointment; Nature of Relationship. AMID Borrower PKD is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower RepresentativeParent Borrower”) -168- US-DOCS\97384607.24 hereunder and under each other Loan Document, and each of the Borrowers Borrower irrevocably authorizes the Parent Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Parent Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, each Borrower hereby appoints the Borrowers hereby appoint the Parent Borrower Representative as their its agent to receive all of the proceeds of the Loans, at which time the Parent Borrower Representative shall promptly disburse such Loans to the appropriate BorrowersBorrower. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Parent Borrower Representative or any Borrower for any action taken or omitted to be taken by the Parent Borrower Representative or the Borrowers any Borrower pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties Party hereby appoints the Parent Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Parent Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties Party as the Parent Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Parent Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Parent Borrower Representative on behalf of each of the Loan Parties.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesHedge Counterparty waives. Section 7.2.

Appointment; Nature of Relationship. AMID Borrower Bank One, NA is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Wachovia Bank, N.A. is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of LaSalle Bank National Association and Key Bank National Association is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. AdditionallyNotwithstanding the use of the defined term “Administrative Agent”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. In their capacities as the Lenders’ contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are “representatives” of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-102 of the Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any Hedge Counterparty waives. [***] = Certain information contained in this document, authorizationmarked by brackets, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshas been omitted because it is both not material and would be competitively harmful if publicly disclosed.

Appointment; Nature of Relationship. AMID Borrower Bank One is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Chase is hereby appointed by the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Bank of America, N.A. and Citicorp USA, Inc. are each hereby appointed by the Lenders as a Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes each Documentation Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and any other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, Notwithstanding the Borrowers hereby appoint the Borrower Representative as their agent to receive all use of the proceeds defined terms "Administrative Agent," "Syndication Agent", "Documentation Agent" and "Agents", it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender, Issuer or the Swing Line Bank by reason of this Agreement or any other Loan Document and that each Agent is merely acting as the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and representative of the Lenders, the Issuers and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to Swing Line Bank with only those duties as are expressly set forth in this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, Agreement and the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties Documents. In its capacity as the Borrower Representative deems appropriate Lenders' contractual representative, each Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, the Issuers or the Swing Line Bank, (ii) is a "representative" of the Lenders, the Issuers and the Swing Line Bank within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in its sole discretion this Agreement and each the other Loan Party shall be obligated by Documents. Each of the Lenders, the Issuers and the Swing Line Bank hereby agrees to assert no claim against any Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender and Issuer and the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesSwing Line Bank hereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each such Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyExcept as otherwise provided in Section 7.9, the Borrowers hereby appoint provisions of this Article VII are solely for the Borrower Representative as their agent to receive all benefit of the proceeds of Administrative Agent, the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent Funding Agents and the Lenders, and their respective officers, directors, agents or employees, the Borrower shall not be liable have rights as a third-party beneficiary of any of such provision. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to the Borrower Representative any Funding Agent or Lender or any Borrower Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Lenders and each Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to any of the Funding Agents, the Lenders or any Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and eachthe Hedge CounterpartyCounterparties agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance breach of doubtfiduciary duty, all of which claims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesHedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower The Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder) as the “Borrower Representative”) Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Funding Agent and such Xxxxxx and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Borrower Representative company if publicly disclosed. Counterparty with only those duties as their agent are expressly set forth in this Agreement and the other Transaction Documents. In its capacity as the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Agent (A) does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesQualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower The First National Bank of Chicago is hereby appointed by each of the Borrowers Lenders as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. BANK ONE, Texas, N.A. is hereby appointed by each of the Lenders as its contractual representative hereunder and under the Security Agreement, and each of the Lenders irrevocably authorizes the Collateral Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the Security Agreement. The Borrower Representative Agent and the Collateral Agent are hereby authorized to enter into the Security Agreement on behalf of the Lenders and all obligations of the Lenders thereunder shall be binding upon each Lender as if such Lender had executed the Security Agreement. FOR PURPOSES OF THIS ARTICLE X (OTHER THAN SECTION 10.12), EACH REFERENCE TO THE TERM "AGENT" SHALL BE DEEMED TO BE A COLLECTIVE REFERENCE TO THE AGENT AND THE COLLATERAL AGENT. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined terms "Agent" and "Collateral Agent" throughout this Agreement, it is expressly understood and agreed that the Agent shall have not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. AdditionallyIn its capacity as the Lenders' contractual representative, the Borrowers Agent (i) does not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) is a "representative" of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.

Appointment; Nature of Relationship. AMID Borrower The Administrative Agent is hereby appointed by the Funding Agents and the Lenders (and by each Qualifying Hedge Counterparty by execution of the Borrowers as its contractual representative (herein referred to a Qualifying Hedge Counterparty Joinder, if applicable) as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Transaction Document, and each of the Borrowers Funding Agents and the Lenders and each Qualifying Hedge Counterparty irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Funding Agent and such Lender and such Qualifying Hedge Counterparty with the rights and duties expressly set forth herein and in the other Loan Transaction Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIVII. AdditionallyNotwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Funding Agent or Lender or any Qualifying Hedge Counterparty by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Funding Agents, the Borrowers hereby appoint Lenders and each Qualifying Hedge Counterparty with only those duties as are expressly set forth in this Agreement and the Borrower Representative other Transaction Documents. In its capacity as their agent the Funding Agents’, the Lenders’ and each Qualifying Hedge Counterparty’s contractual representative, the Administrative Agent (A) does not have any implied duties and does not assume any fiduciary duties to receive any of the Funding Agents, the Lenders or any Qualifying Hedge Counterparty, (B) is a “representative” of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty within the meaning of Section 9-102 of the UCC as in effect in the State of New York, and (C) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Transaction Documents. Each of the Funding Agents, the Lenders and each Qualifying Hedge Counterparty agree to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubtclaims each Funding Agent, each of the Loan Parties hereby appoints the Borrower Representative to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion Lender and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan PartiesQualifying Hedge Counterparty waives.

Appointment; Nature of Relationship. AMID Borrower NBD Bank is hereby appointed by the Lenders (each reference in this Article X to a Lender being in its capacity either as a Lender or an Issuing Lender or a Swing Line Lender, or any or all of the Borrowers as its contractual representative (herein referred to foregoing) and the Canadian Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders and the Canadian Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender or Canadian Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article XIX. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender or Canadian Lenders by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Lenders and Canadian Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. AdditionallyIn its capacity as the Lenders' and Canadian Lenders' contractual representative, the Borrowers hereby appoint Administrative Agent (i) does not assume any fiduciary duties to any of the Borrower Representative Lenders or Canadian Lenders, (ii) is a "representative" -124- 134 of the Lenders and Canadian Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as their agent an independent contractor, the rights and duties of which are limited to receive those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders and Canadian Lenders agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender waives. NBD Bank is appointed by the Lenders (each reference in this Article X to a Lender being in its capacity either as a Lender or an Issuing Lender or a Swing Line Lender or any or all of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent foregoing) and the LendersCanadian Lenders as the Documentation and Collateral Agent hereunder and under each other Loan Document, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each of the Loan Parties hereby appoints Lenders and Canadian Lenders irrevocably authorizes the Borrower Representative Documentation and Collateral Agent to act as its agent for all purposes the contractual representative of this Agreement, such Lender or Canadian Lender with the rights and duties expressly set forth herein and in the other Loan Documents Documents. The Documentation and all other documents Collateral Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Documentation and electronic platforms entered into in connection herewith Collateral Agent," it is expressly understood and agrees agreed that (a) the Borrower Representative may execute such documents Documentation and provide such authorizations on behalf Collateral Agent shall not have any fiduciary responsibilities to any Lender or Canadian Lender by reason of such Loan Parties this Agreement and that the Documentation and Collateral Agent is merely acting as the Borrower Representative deems appropriate representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its sole discretion capacity as the Lenders' and each Canadian Lenders' contractual representative, the Documentation and Collateral Agent (i) does not assume any fiduciary duties to any of the Lenders or Canadian Lenders, (ii) is a "representative" of the Lenders and Canadian Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Party shall be obligated by Documents. Each of the Lenders and Canadian Lenders agrees to assert no claim against the Documentation and Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieswaives.

Appointment; Nature of Relationship. AMID Borrower JPMorgan Chase Bank, National Association is hereby appointed by each of the Borrowers as its contractual representative (herein referred to Lenders as the “Borrower Representative”) Administrative Agent hereunder and under each other Loan Document, and each of the Borrowers Lenders irrevocably authorizes the Borrower Representative Administrative Agent to act as the contractual representative of such Borrower Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative Bank of America, N.A. is hereby appointed by each of the Lenders as the Syndication Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Syndication Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each of KeyBank, National Association, Wachovia Bank, National Association, Regions Bank and Xxxxx Fargo Bank, N.A. is hereby appointed by the Lenders as a Co-Documentation Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Co-Documentation Agents to act as the contractual representatives of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. Each Agent agrees to act as such contractual representative upon the express conditions contained in this Article XI. AdditionallyNotwithstanding the use of the defined term “Administrative Agent”, “Syndication Agent” or “Co-Documentation Agent”, it is expressly understood and agreed that no Agent shall have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that each 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 Loan Documents. In their capacities as the Lenders’ contractual representative, the Borrowers Agents (i) do not hereby appoint the Borrower Representative as their agent assume any fiduciary duties to receive all any of the proceeds of the Loans, at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrowers. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. For the avoidance of doubt, each (ii) are “representatives” of the Loan Parties hereby appoints Lenders within the Borrower Representative meaning of Section 9-102 of the Uniform Commercial Code and (iii) are acting as independent contractors, the rights and duties of which are limited to act as its agent for all purposes of those expressly set forth in this Agreement, Agreement and the other Loan Documents and all Documents. Each of the Lenders hereby agrees to assert no claim against any Agent on any agency theory or any other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower Representative may execute such documents and provide such authorizations on behalf theory of such Loan Parties as the Borrower Representative deems appropriate in its sole discretion and each Loan Party shall be obligated by liability for breach of fiduciary duty, all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a which claims each Lender to the Borrower Representative shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower Representative on behalf of each of the Loan Partieshereby waives.