Common use of Declaration and Acceptance of Appointment; No Fiduciary Duties Clause in Contracts

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank of New York to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Bank of New York, by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1. The Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder and under the other Loan Documents, the Collateral Agent shall act solely as agent for the Banks and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank).

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank of New York JPMorgan Chase Bank, N.A. as its administrative agent hereunder and under the other Loan Documents and to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, with such powers as are expressly delegated to the Collateral each Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Bank of New YorkJPMorgan Chase Bank, N.A., by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1Section 10.1. The Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Collateral Agent hereunder. Neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of either the Administrative Agent or the Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral such Agent, regardless of whether a Default or an Unmatured Default shall have occurred and be continuing. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent and the Collateral Agent shall act (except as set forth in Section 11.1(d), solely with respect to actions by the Administrative Agent in respect of the Register) solely as agent agents for the Banks and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that exposes the Collateral such Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral each Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank)) and to release any lien in any Collateral if such release is provided for in any Loan Document or is otherwise consented to in accordance with Section 9.2.

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank of New York JPMorgan Chase Bank, N.A. as its administrative agent hereunder and under the other Loan Documents and to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, with such powers as are expressly delegated to the Collateral each Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Bank of New YorkJPMorgan Chase Bank, N.A., by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1Section 10.1. The Neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of either the Administrative Agent or the Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral such Agent, regardless of whether a Default or an Unmatured Default shall have occurred and be continuing. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent and the Collateral Agent shall act (except as set forth in Section 11.1(d), solely with respect to actions by the Administrative Agent in respect of the Register) solely as agent agents for the Banks and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that exposes the Collateral such Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral each Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank)) and to release any lien in any Collateral if such release is provided for in any Loan Document or is otherwise consented to in accordance with Section 9.2.

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes Bank of Montreal as its administrative agent hereunder and under the other Loan Documents and The Bank of New York to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, each with such powers as are expressly delegated to the Collateral each Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each of Bank of Montreal and The Bank of New York, by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1Section 10.1. The Neither Administrative Agent nor Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the either Administrative Agent or Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral such Agent. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent and Collateral Agent shall act solely as agent agents for the Banks and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Neither Administrative Agent nor Collateral Agent shall not be required to take any action that exposes the Collateral such Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral each Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank).

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank of New York Montreal as its administrative agent hereunder and under the other Loan Documents and JPMorgan Chase Bank, N.A. to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, each with such powers as are expressly delegated to the Collateral each Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Each of Bank of New YorkMontreal and JPMorgan Chase Bank, N.A., by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1Section 10.1. The Neither Administrative Agent nor Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the either Administrative Agent or Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral such Agent. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent and Collateral Agent shall act solely as agent agents for the Banks and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Neither Administrative Agent nor Collateral Agent shall not be required to take any action that exposes the Collateral such Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral each Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank).

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank of New York Montreal as its administrative agent hereunder and under the other Loan Documents and JPMorgan Chase Bank, N.A. to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, each with such powers as are expressly delegated to the Collateral each Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Each of Bank of New YorkMontreal and JPMorgan Chase Bank, N.A., by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1Section 10.1. The Neither Administrative Agent nor Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the either Administrative Agent or Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral such Agent. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent and Collateral Agent shall act solely as agent agents for the Banks and does do not assume nor shall be deemed CHICAGO MERCANTILE EXCHANGE INC. 2008 CREDIT AGREEMENT to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Neither Administrative Agent nor Collateral Agent shall not be required to take any action that exposes the Collateral such Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral each Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank).

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank CHICAGO MERCANTILE EXCHANGE INC. 2004 CREDIT AGREEMENT of New York to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Bank of New York, by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1Section 10.1. The Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder and under the other Loan Documents, the Collateral Agent shall act solely as agent for the Banks and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank).

Declaration and Acceptance of Appointment; No Fiduciary Duties. Subject to the terms and conditions hereof, each Bank hereby appoints and authorizes The Bank of New York to act as its collateral agent hereunder and under each of the Collateral Documents and other Loan Documents, with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Collateral Documents, and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Bank of New York, by its execution hereof, hereby accepts the appointment made under this SECTION 10. 1Section 10.1. The Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Collateral Documents and the other Loan Documents, or be a trustee for, or have any fiduciary obligation to, any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or any other Loan Document or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder and under the other Loan Documents, the Collateral Agent shall act solely as agent for the Banks and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. The Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations and the termination of the Commitments. Each Bank hereby authorizes the Collateral Agent to execute each of the Collateral Documents on behalf of such Bank (the terms of which shall be binding on such Bank).