Common use of Agents in Their Individual Capacity Clause in Contracts

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB in its individual capacity.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTBMizuho, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho in its individual capacity.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO Each Agent and FTB and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB and their respective Affiliates shall have the same rights and powers under this Agreement in its capacity as a Lender as any other Lender and may exercise such rights and powers the same as though it were not an Agent, the Swing Line Lender Agent or an Issuing Bank, as the case may be, Affiliate thereof and the terms term “Lender” and or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO and FTB each Agent hereunder in its individual capacity.. Each Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower, any Guarantor and any other Credit Party or Affiliate thereof as though it were not an Agent hereunder and without any duty to account therefor to the Lenders. (a) Each Lender understands that each Agent, acting in its individual capacity, and its Affiliates (collectively, such “Agent’s Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) (such services and businesses are collectively referred to as “Activities”) and may engage in the Activities with or on behalf of one or more of the Credit Parties or their respective Affiliates. Furthermore, each Agent’s Group may, in undertaking the Activities, engage in trading in financial products or undertake other investment businesses for its own account or on behalf of others (including the Credit Parties and their Affiliates and including holding, for its own account or on behalf of others, equity, debt and similar positions in the Borrower, any Guarantor and any other Credit Party or their respective Affiliates), including trading in or holding long, short or derivative positions in securities, loans or other financial products of one or more of the Credit Parties or their Affiliates. Each Lender understands and agrees that in engaging in the Activities, an Agent’s Group may receive or otherwise obtain information concerning the Credit Parties or their Affiliates (including information concerning the ability of the Credit Parties to perform their respective Obligations hereunder and under the other Credit Documents) which information may not be available to any of the Lenders that are not members of such Agent’s Group. None of the Agents nor any member of any Agent’s Group shall have any duty to disclose to any Lender or use on behalf of any Lender, and shall not be liable for the failure to so disclose or use, any information whatsoever about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party) or to account for any revenue or profits obtained in connection with the Activities, except that the Agent shall deliver or otherwise make available to each Lender such documents as are expressly required by any Credit Document to be transmitted by the Agent to the Lenders. (b) Each Lender further understands that there may be situations where members of any Agent’s Group or their respective customers (including the Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may conflict with the interests of any one or more of the Lender (including the interests of the Lenders hereunder and under the other Credit Documents). Each Lender agrees that no member of any Agent’s Group is or shall be required to restrict its activities as a result of the Person serving as an Agent being a member of such Agent’s Group, and that each member of an Agent’s Group may undertake any Activities without further -149- consultation with or notification to any Lender. None of (i) this Agreement nor any other Credit Document, (ii) the receipt by the Agent’s Group of information concerning the Credit Parties or their Affiliates (including information concerning the ability of the Credit Parties to perform their respective Obligations hereunder and under the other Credit Documents) nor (iii) any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty of trust or confidence) owing by any Agent or any member of an Agent’s Group to any Lender including any such duty that would prevent or restrict an Agent’s Group from acting on behalf of customers (including the Credit Parties or their Affiliates) or for its own account. 12.9

Agents in Their Individual Capacity. (a) CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, ING and UBS, CS, Citizens, BMO and FTB, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsch Bank, UBS, CS, Citizens, BMO ING and FTB UBS and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITICUSA, CGMI, JPMXxxxx Fargo, BofA, GSBank of America, Barclays, Royal Deutsche Bank, UBS, CS, Citizens, BMO ING and FTB UBS in its individual capacity.. Xxxx Amended and Restated Revolving Credit and Guaranty Agreement

Agents in Their Individual Capacity. . xv) (a) CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTBMizuho, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPMBarclays, BofA, CS, GS, BarclaysJPM, Royal Bank, UBS, CS, Citizens, BMO and FTB Mizuho in its individual capacity.

Agents in Their Individual Capacity. (a) CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTBUBS, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, and the terms “Lender” and “Lenders” include CITI, CGMI, JPM, BofA, GS, Barclays, Royal Bank, UBS, CSBofA, Citizens, BMO JPM, Royal Bank and FTB UBS in its individual capacity.

Agents in Their Individual Capacity. (a) CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTB RBC Capital Markets and their respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Stock in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTBRBC Capital Markets, as the case may be, were not an Agent or Issuing Bank hereunder, as the case may be, hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each of CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTB RBC Capital Markets and each of their respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that each of CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, Royal Bank, UBS, CS, Citizens, BMO JPM and FTB RBC Capital Markets and their respective Affiliates shall be under no obligation to provide such information to them. With respect to its Advances, each of CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, Barclays, JPM and Royal Bank, UBS, CS, Citizens, BMO and FTB Bank of Canada and their respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, the Swing Line Lender or an Issuing Bank, as the case may be, Agent and the terms “Lender” and “Lenders” include CITI, CGMIBarclays, JPMBMO, BofA, CS, GS, BarclaysJPM and Royal Bank of Canada, Royal Bank, UBS, CS, Citizens, BMO and FTB each in its individual capacity.